Common use of Accounts Receivable Clause in Contracts

Accounts Receivable. At the closing, Meridian shall appoint ATS its ------------------- agent for the purpose of collecting all Accounts Receivable relating to the Meridian Business. Meridian shall deliver to ATS on or as soon as practicable after the Closing Date a complete and detailed statement showing the name, amount and age of each Accounts Receivable of the Meridian Business. Subject to and limited by the following, revenues relating to the Accounts Receivable relating to the Meridian Business will be for the account of Meridian. ATS shall use its reasonable business efforts to collect the Accounts Receivable with respect to the Meridian Business for a period of ninety (90) days after the Closing Date (the "Collection Period"). Any payment received by ATS during the Collection Period from any customer with an account which is an Accounts Receivable with respect to the Meridian Business shall first be applied in reduction of the Accounts Receivable, unless the customer contests in writing the validity of such application. During the Collection Period, ATS shall furnish Meridian with a list of, and pay over to Meridian, the amounts collected with respect to the Accounts Receivable with respect to the Meridian Business on a bi-weekly basis and forward to Meridian, promptly upon receipt or delivery, as the case may be, copies of all correspondence relating to Accounts Receivable. ATS shall provide Meridian with a final accounting on or before the fifteenth (15th) day following the end of the Collection Period. Upon the request of either party at and after such time, the parties shall meet to mutually and in good faith analyze any uncollected Accounts Receivable to determine if the same, in their reasonable business judgment, are deemed to be collectable and if ATS desires to retain such Accounts Receivable. As to each such Accounts Receivable, the parties shall negotiate a good faith value of such Accounts Receivable, which ATS shall pay to Meridian if ATS, in its sole discretion, chooses to retain such Accounts Receivable. Meridian shall retain the right to collect any of its Accounts Receivable as to which the parties are unable to reach agreement as to a good faith value, and ATS agrees to turn over to Meridian any payments received against any such Accounts Receivable. ATS shall not be obligated to use any extraordinary efforts to collect any of the Accounts Receivable assigned to it for collection hereunder or to refer any of such Accounts Receivable to a collection agency or to any attorney for collection, and ATS shall not make any such referral or compromise, nor settle or adjust the amount of any such Accounts Receivable, except with the approval of Meridian. ATS shall not incur any liability to Meridian for any uncollected account unless ATS shall have engaged in willful misconduct or gross negligence in the performance of its obligations set forth in this Section. During and after the Collection Period, without specific agreement with ATS to the contrary, neither Meridian nor its agents shall make any direct solicitation of the Accounts Receivable for collection purposes, except for Accounts Receivable retained by Meridian after the Collection Period. The provisions of this Section shall not apply to those certain Accounts Receivable set forth in Section 2.4 of the Meridian Disclosure Schedule or to any other Accounts Receivable which Meridian, in its sole business judgment, determines will require extraordinary collection efforts or referrals to a collection agency or attorney for collection (collectively, the "Retained Accounts Receivable"), provided the Retained Accounts Receivable are set forth in a written notice delivered to ATS by Meridian on or prior to the Closing Date. As to all Retained Accounts Receivable, Meridian shall retain the sole and exclusive right to collect same as Meridian in its sole discretion may determine.

Accounts Receivable. At the closing, Meridian Diablo shall appoint ATS its ------------------- agent for the purpose of collecting all Accounts Receivable relating to the Meridian Diablo Business. Meridian Diablo shall deliver to ATS on or as soon as practicable after the Closing Date a complete and detailed statement showing the name, amount and age of each Accounts Receivable of the Meridian Diablo Business. Subject to and limited by the following, revenues relating to the Accounts Receivable relating to the Meridian Diablo Business will be for the account of MeridianDiablo. ATS shall use its reasonable business efforts to collect the Accounts Receivable with respect to the Meridian Diablo Business for a period of ninety one hundred eighty (90180) days after the Closing Date (the "Collection Period"). Any payment received by ATS during the Collection Period from any customer with an account which is an Accounts Receivable with respect to the Meridian Diablo Business shall first be applied in reduction of the Accounts Receivable, unless the customer contests in writing the validity of such application. During the Collection Period, ATS shall furnish Meridian Diablo with a list of, and pay over to MeridianDiablo, the amounts collected with respect to the Accounts Receivable with respect to the Meridian Diablo Business on a bi-weekly monthly basis and forward to MeridianDiablo, promptly upon receipt or delivery, as the case may be, copies of all correspondence relating to Accounts Receivable. ATS shall provide Meridian Diablo with a final accounting on or before the fifteenth (15th) day following the end of the Collection Period. Upon the request of either party at and after such time, the parties shall meet to mutually and in good faith analyze any uncollected Accounts Receivable to determine if the same, in their reasonable business judgment, are deemed to be collectable and if ATS desires to retain such Accounts Receivable. As to each such Accounts Receivable, the parties shall negotiate a good faith value of such Accounts Receivable, which ATS shall pay to Meridian Diablo if ATS, in its sole discretion, chooses to retain such Accounts Receivable. Meridian Diablo shall retain the right to collect any of its Accounts Receivable as to which the parties are unable to reach agreement as to a good faith value, and ATS agrees to turn over to Meridian Diablo any payments received against any such Accounts Receivable. ATS shall not be obligated to use any extraordinary efforts to collect any of the Accounts Receivable assigned to it for collection hereunder or to refer any of such Accounts Receivable to a collection agency or to any attorney for collection, and ATS shall not make any such referral or compromise, nor settle or adjust the amount of any such Accounts Receivable, except with the approval of MeridianDiablo. ATS shall not incur any liability to Meridian Diablo for any uncollected account unless ATS shall have engaged in willful misconduct or gross negligence in the performance of its obligations set forth in this Section. During and after the Collection Period, without specific agreement with ATS to the contrary, neither Meridian Diablo nor its agents shall make any direct solicitation of the Accounts Receivable for collection purposes, except for Accounts Receivable retained by Meridian Diablo after the Collection Period. The provisions of this Section shall not apply to those certain Accounts Receivable set forth in Section 2.4 of the Meridian Diablo Disclosure Schedule or to any other Accounts Receivable which MeridianDiablo, in its sole business judgment, determines will require extraordinary collection efforts or referrals to a collection agency or attorney for collection (collectively, the "Retained Accounts Receivable"), provided the Retained Accounts Receivable are set forth in a written notice delivered to ATS by Meridian Diablo on or prior to the Closing Date. As to all Retained Accounts Receivable, Meridian Diablo shall retain the sole and exclusive right to collect same collect, whether during or after the Collection Period, all Retained Accounts Receivable, as Meridian Diablo in its sole discretion may determine.

Accounts Receivable. At the closing, Meridian Seller and its Subsidiaries shall appoint ATS its ------------------- agent for the purpose of collecting all Accounts Receivable relating to the Meridian BusinessSeller Business (the "Seller Accounts Receivable"). Meridian Seller shall deliver to ATS on or as soon as practicable after the Closing Date a complete and detailed statement showing the name, amount and age of each Accounts Receivable of the Meridian BusinessReceivable. Subject to and limited by the following, revenues relating to the Seller Accounts Receivable relating to the Meridian Business will be for the account of MeridianSeller and the Seller Subsidiaries. ATS shall use the same procedures and efforts which it uses with respect to its reasonable business efforts own accounts receivable to collect the Seller Accounts Receivable with respect to the Meridian Business for a period of ninety one hundred twenty (90120) days after the Closing Date (the "Collection Period"). Any payment received by ATS during the Collection Period from any customer with an account which is an a Seller Accounts Receivable with respect to the Meridian Business shall first be applied in reduction of the Seller Accounts Receivable, unless the customer contests in writing the validity of such application. During the Collection Period, ATS shall furnish Meridian Seller with a list of, and pay over to MeridianSeller, the amounts collected with respect to the Seller Accounts Receivable with respect to the Meridian Business on a bi-weekly monthly basis and forward to MeridianSeller, promptly upon receipt or delivery, as the case may be, copies of all correspondence relating to the Seller Accounts Receivable. ATS shall provide Meridian Seller with a final accounting on or before the fifteenth (15th) day following the end of the Collection Period. Upon the request of either party at and after such time, the parties shall meet to mutually and in good faith analyze any uncollected Seller Accounts Receivable to determine if the same, in their reasonable business judgment, are deemed to be collectable and if ATS desires to retain such Seller Accounts Receivable. As to each such Seller Accounts Receivable, the parties shall negotiate a good faith value of such Seller Accounts Receivable, which ATS shall pay to Meridian Seller if ATS, in its sole discretion, chooses to retain such Seller Accounts Receivable. Meridian Seller shall retain the right to collect any of its the Seller Accounts Receivable as to which the parties are unable to reach agreement as to a good faith value, and ATS agrees to turn over to Meridian Seller any payments received against any such Seller Accounts Receivable. ATS shall not be obligated to use any extraordinary efforts to collect any of the Seller Accounts Receivable assigned to it for collection hereunder or to refer any of such Seller Accounts Receivable to a collection agency or to any attorney for collection, and ATS shall not make any such referral or compromise, nor settle or adjust the amount of any such Seller Accounts Receivable, except with the approval of MeridianSeller. ATS shall not incur any liability to Meridian Seller or any of the Seller Subsidiaries for any uncollected account unless ATS shall have engaged in willful misconduct or gross negligence in the performance of its obligations set forth in this Section. During and after the Collection Period, without specific agreement with ATS to the contrary, neither Meridian Seller nor any of its Subsidiaries nor any of its or their agents shall make any direct solicitation of the Seller Accounts Receivable for collection purposes, except for the Seller Accounts Receivable retained by Meridian Seller or any of the Seller Subsidiaries after the Collection Period. The provisions of this Section shall not apply to those certain Accounts Receivable set forth in Section 2.4 of the Meridian Disclosure Schedule or to any other Accounts Receivable which Meridian, in its sole business judgment, determines will require extraordinary collection efforts or referrals to a collection agency or attorney for collection (collectively, the "Retained Accounts Receivable"), provided the Retained Accounts Receivable are set forth in a written notice delivered to ATS by Meridian on or prior to the Closing Date. As to all Retained Accounts Receivable, Meridian shall retain the sole and exclusive right to collect same as Meridian in its sole discretion may determine.

Accounts Receivable. At Unless otherwise prohibited by law, to assure ------------------- that Practice receives the closing, Meridian shall appoint ATS entire amount of professional fees for its ------------------- agent services and to assist Practice in maintaining reasonable cash flow for the purpose payment of collecting all Accounts Receivable relating Office Expense, Practice hereby agrees to sell, and Business Manager hereby agrees to purchase, with respect to any month during the Term and with recourse to Practice for the amount of the purchase, accounts receivable of Practice (the "Purchased Receivables") (i) in an amount equal to the Meridian Business. Meridian shall deliver to ATS on or as soon as practicable after difference, if any, between (A) the Closing Date a complete and detailed statement showing the name, amount and age of each Accounts Receivable sum of the Meridian Business. Subject Monthly Office Expense and the Monthly Practice Expense paid or accrued by Business Manager for such month and (B) the amount of cash collections deposited into the Depository Account during such month and used to pay all or any portion of the Office Expenses and limited the Monthly Practice Expense, by transferring such amount into the followingDepository Account, revenues relating and (ii) in an amount equal to the Accounts Receivable relating difference, if any, between the Management Fee and the amount of cash collections deposited into the Depository Account during such month and used to pay all or any portion of the Management Fee, in satisfaction of Practice's obligation to pay Business Manager the Management Fee. The consideration paid to Business Manager for the purchase shall be an amount equal to the Meridian Principal Services Revenue and Dispensary Business will be for the account of Meridian. ATS shall use its reasonable business efforts to collect the Accounts Receivable Revenue with respect to the Meridian Purchased Receivables, computed in accordance with GAAP on an accrual basis net of Adjustments. Although it is the intention of the parties that Business Manager purchase and thereby become the owner of the Purchased Receivables of Practice, in the event such purchase shall be ineffective for any reason, Practice is concurrently granting to Business Manager a period security interest in the Purchased Receivables, and Practice shall cooperate with Business Manager and shall execute all documents in connection with the pledge of ninety (90) days after the Closing Date (the "Collection Period")Purchased Receivables to Business Manager. Any payment received by ATS during the Collection Period from any customer with an account which is an Accounts Receivable with All collections in respect to the Meridian Purchased Receivables by Business Manager shall first be applied received by Business Manager as the agent of Practice and shall be endorsed to Business Manager and deposited in reduction a bank account at a bank designated by Business Manager. To the extent Practice comes into possession of any payments in respect of the Accounts ReceivablePurchased Receivables, unless Practice shall direct such payments to Business Manager for deposit in bank accounts designated by Business Manager. Without limiting the customer contests foregoing, to ensure that a reasonable cash flow is maintained for the payment of Office Expenses hereunder, Practice shall not, except as expressly contemplated herein, sell, assign, transfer, pledge, mortgage or in writing the validity of such application. During the Collection Period, ATS shall furnish Meridian with a list of, and pay over to Meridianany way encumber, the amounts collected with respect to accounts receivable of Practice without the Accounts Receivable with respect to the Meridian express written consent of Business on a bi-weekly basis and forward to Meridian, promptly upon receipt or delivery, as the case may be, copies of all correspondence relating to Accounts Receivable. ATS shall provide Meridian with a final accounting on or before the fifteenth (15th) day following the end of the Collection Period. Upon the request of either party at and after such time, the parties shall meet to mutually and in good faith analyze any uncollected Accounts Receivable to determine if the same, in their reasonable business judgment, are deemed to be collectable and if ATS desires to retain such Accounts Receivable. As to each such Accounts Receivable, the parties shall negotiate a good faith value of such Accounts Receivable, which ATS shall pay to Meridian if ATS, in its sole discretion, chooses to retain such Accounts Receivable. Meridian shall retain the right to collect any of its Accounts Receivable as to which the parties are unable to reach agreement as to a good faith value, and ATS agrees to turn over to Meridian any payments received against any such Accounts Receivable. ATS shall not be obligated to use any extraordinary efforts to collect any of the Accounts Receivable assigned to it for collection hereunder or to refer any of such Accounts Receivable to a collection agency or to any attorney for collection, and ATS shall not make any such referral or compromise, nor settle or adjust the amount of any such Accounts Receivable, except with the approval of Meridian. ATS shall not incur any liability to Meridian for any uncollected account unless ATS shall have engaged in willful misconduct or gross negligence in the performance of its obligations set forth in this Section. During and after the Collection Period, without specific agreement with ATS to the contrary, neither Meridian nor its agents shall make any direct solicitation of the Accounts Receivable for collection purposes, except for Accounts Receivable retained by Meridian after the Collection Period. The provisions of this Section shall not apply to those certain Accounts Receivable set forth in Section 2.4 of the Meridian Disclosure Schedule or to any other Accounts Receivable which Meridian, in its sole business judgment, determines will require extraordinary collection efforts or referrals to a collection agency or attorney for collection (collectively, the "Retained Accounts Receivable"), provided the Retained Accounts Receivable are set forth in a written notice delivered to ATS by Meridian on or prior to the Closing Date. As to all Retained Accounts Receivable, Meridian shall retain the sole and exclusive right to collect same as Meridian in its sole discretion may determineManager.

Accounts Receivable. At the closing, Meridian Seller shall appoint ATS its ------------------- agent for the purpose of collecting all Accounts Receivable relating to the Meridian Seller Business. Meridian Seller shall deliver to ATS on or as soon as practicable after the Closing Date a complete and detailed statement showing the name, amount and age of each Accounts Receivable of the Meridian Seller Business. Subject to and limited by the following, revenues relating to the Accounts Receivable relating to the Meridian Seller Business will be for the account of MeridianSeller. ATS shall use the same procedures and efforts which it uses with respect to its reasonable business efforts own accounts receivable to collect the Accounts Receivable with respect to the Meridian Seller Business for a period of ninety (90) days after the Closing Date (the "Collection Period"). Any payment received by ATS during the Collection Period from any customer with an account which is an Accounts Receivable with respect to the Meridian Seller Business shall first be applied in reduction of the Accounts Receivable, unless the customer contests in writing the validity of such application. During the Collection Period, ATS shall furnish Meridian Seller with a list of, and pay over to MeridianSeller, the amounts collected with respect to the Accounts Receivable with respect to the Meridian Seller Business on a bi-weekly monthly basis and forward to MeridianSeller, promptly upon receipt or delivery, as the case may be, copies of all correspondence relating to Accounts Receivable. ATS shall provide Meridian Seller with a final accounting on or before the fifteenth (15th) day following the end of the Collection Period. Upon the request of either party at and after such time, the parties shall meet to mutually and in good faith analyze any uncollected Accounts Receivable to determine if the same, in their reasonable business judgment, are deemed to be collectable and if ATS desires to retain such Accounts Receivable. As to each such Accounts Receivable, the parties shall negotiate a good faith value of such Accounts Receivable, which ATS shall pay to Meridian Seller if ATS, in its sole discretion, chooses to retain such Accounts Receivable. Meridian Seller shall retain the right to collect any of its Accounts Receivable as to which the parties are unable to reach agreement as to a good faith value, and ATS agrees to turn over to Meridian Seller any payments received against any such Accounts Receivable. ATS shall not be obligated to use any extraordinary efforts to collect any of the Accounts Receivable assigned to it for collection hereunder or to refer any of such Accounts Receivable to a collection agency or to any attorney for collection, and ATS shall not make any such referral or compromise, nor settle or adjust the amount of any such Accounts Receivable, except with the approval of MeridianSeller. ATS shall not incur any liability to Meridian Seller for any uncollected account unless ATS shall have engaged in willful misconduct or gross negligence in the performance of its obligations set forth in this Section. During and after the Collection Period, without specific agreement with ATS to the contrary, neither Meridian Seller nor its agents shall make any direct solicitation of the Accounts Receivable for collection purposes, except for Accounts Receivable retained by Meridian Seller after the Collection Period. The provisions of this Section shall not apply to those certain Accounts Receivable set forth in Section 2.4 of the Meridian Disclosure Schedule or to any other Accounts Receivable which Meridian, in its sole business judgment, determines will require extraordinary collection efforts or referrals to a collection agency or attorney for collection (collectively, the "Retained Accounts Receivable"), provided the Retained Accounts Receivable are set forth in a written notice delivered to ATS by Meridian on or prior to the Closing Date. As to all Retained Accounts Receivable, Meridian shall retain the sole and exclusive right to collect same as Meridian in its sole discretion may determine.

Accounts Receivable. At the closing, Meridian DBC shall appoint ATS its ------------------- agent for the purpose of collecting all Accounts Receivable relating to the Meridian DBC Business. Meridian DBC shall deliver to ATS on or as soon as practicable after the Closing Date a complete and detailed statement showing the name, amount and age of each Accounts Receivable of the Meridian DBC Business. Subject to and limited by the following, revenues relating to the Accounts Receivable relating to the Meridian DBC Business will be for the account of MeridianDBC. ATS shall use the same procedures and efforts which it uses with respect to its reasonable business efforts own accounts receivable to collect the Accounts Receivable with respect to the Meridian DBC Business for a period of ninety (90) days after the Closing Date (the "Collection Period"). Any payment received by ATS during the Collection Period from any customer with an account which is an Accounts Receivable with respect to the Meridian DBC Business shall first be applied in reduction of the Accounts Receivable, unless the customer contests in writing the validity of such application. If the customer contests the validity of any payment received by ATS during the Collection Period to be applied in reduction of the Accounts Receivable, then ATS shall promptly notify DBC and any payment with respect to which application is contested as aforesaid shall be placed in an escrow arrangement reasonably satisfactory to ATS and DBC until the validity of the application is determined. During the Collection Period, ATS shall furnish Meridian DBC with a list of, and pay over to MeridianDBC, the amounts collected with respect to the Accounts Receivable with respect to the Meridian DBC Business on a bi-weekly monthly basis and forward to MeridianDBC, promptly upon receipt or delivery, as the case may be, copies of all correspondence relating to Accounts Receivable. ATS shall provide Meridian DBC with a final accounting on or before the fifteenth (15th) day following the end of the Collection Period. Upon the request of either party at and after such time, the parties shall meet to mutually and in good faith analyze any uncollected Accounts Receivable to determine if the same, in their reasonable business judgment, are deemed to be collectable and if ATS desires to retain such Accounts Receivable. As to each such Accounts Receivable, the parties shall negotiate a good faith value of such Accounts Receivable, which ATS shall pay to Meridian DBC if ATS, in its sole discretion, chooses to retain such Accounts Receivable. Meridian DBC shall retain the right to collect any of its Accounts Receivable as to which the parties are unable to reach agreement as to a good faith value, and ATS agrees to turn over to Meridian DBC any payments received against any such Accounts Receivable. ATS shall not be obligated to use any extraordinary efforts to collect any of the Accounts Receivable assigned to it for collection hereunder or to refer any of such Accounts Receivable to a collection agency or to any attorney for collection, and ATS shall not make any such referral or compromise, nor settle or adjust the amount of any such Accounts Receivable, except with the approval of MeridianDBC. ATS shall not incur any liability to Meridian DBC for any uncollected account unless ATS shall have engaged in willful misconduct or gross negligence in the performance of its obligations set forth in this Section. During and after the Collection Period, without specific agreement with ATS to the contrary, neither Meridian DBC nor its agents shall make any direct solicitation of the Accounts Receivable for collection purposes, except for Accounts Receivable retained by Meridian DBC after the Collection Period. The provisions of this Section shall not apply to those certain Accounts Receivable set forth in Section 2.4 of the Meridian Disclosure Schedule or to any other Accounts Receivable which Meridian, in its sole business judgment, determines will require extraordinary collection efforts or referrals to a collection agency or attorney for collection (collectively, the "Retained Accounts Receivable"), provided the Retained Accounts Receivable are set forth in a written notice delivered to ATS by Meridian on or prior to the Closing Date. As to all Retained Accounts Receivable, Meridian shall retain the sole and exclusive right to collect same as Meridian in its sole discretion may determine.

Accounts Receivable. At Unless otherwise prohibited by law, to assure ------------------- that Practice receives the closing, Meridian shall appoint ATS entire amount of professional fees for its ------------------- agent services and to assist Practice in maintaining reasonable cash flow for the purpose payment of collecting all Accounts Receivable relating Office Expense, Practice hereby agrees to sell, and Business Manager hereby agrees to purchase, with respect to any month during the Term and with recourse to Practice for the amount of the purchase, accounts receivable of Practice (the "Purchased Receivables") (i) in an amount equal to the Meridian Business. Meridian shall deliver to ATS on or as soon as practicable after difference, if any, between (A) the Closing Date a complete and detailed statement showing the name, amount and age of each Accounts Receivable sum of the Meridian Business. Subject Monthly Office Expense and the Monthly Practice Expense paid or accrued by Business Manager for such month and (B) the amount of cash collections deposited into the Depository Account during such month and used to pay all or any portion of the Office Expenses and limited the Monthly Practice Expense, by transferring such amount into the followingDepository Account, revenues relating and (ii) in an amount equal to the Accounts Receivable relating difference, if any, between the Management Fee and the amount of cash collections deposited into the Depository Account during such month and used to pay all or any portion of the Management Fee, in satisfaction of Practice's obligation to pay Business Manager the Management Fee. The consideration paid to Business Manager for the purchase shall be an amount equal to the Meridian Principal Services Revenue and Non-Ophthalmic Business will be for the account of Meridian. ATS shall use its reasonable business efforts to collect the Accounts Receivable Revenue with respect to the Meridian Purchased Receivables, computed in accordance with GAAP on an accrual basis net of Adjustments. Although it is the intention of the parties that Business Manager purchase and thereby become the owner of the Purchased Receivables of Practice, in the event such purchase shall be ineffective for any reason, Practice is concurrently granting to Business Manager a period security interest in the Purchased Receivables, and Practice shall cooperate with Business Manager and shall execute all documents in connection with the pledge of ninety (90) days after the Closing Date (the "Collection Period")Purchased Receivables to Business Manager. Any payment received by ATS during the Collection Period from any customer with an account which is an Accounts Receivable with All collections in respect to the Meridian Purchased Receivables by Business Manager shall first be applied received by Business Manager as the agent of Practice and shall be endorsed to Business Manager and deposited in reduction a bank account at a bank designated by Business Manager. To the extent Practice comes into possession of any payments in respect of the Accounts ReceivablePurchased Receivables, unless the customer contests Practice shall direct such payments to Business Manager for deposit in writing the validity of such application. During the Collection Period, ATS shall furnish Meridian with a list of, and pay over to Meridian, the amounts collected with respect to the Accounts Receivable with respect to the Meridian bank accounts designated by Business on a bi-weekly basis and forward to Meridian, promptly upon receipt or delivery, as the case may be, copies of all correspondence relating to Accounts Receivable. ATS shall provide Meridian with a final accounting on or before the fifteenth (15th) day following the end of the Collection Period. Upon the request of either party at and after such time, the parties shall meet to mutually and in good faith analyze any uncollected Accounts Receivable to determine if the same, in their reasonable business judgment, are deemed to be collectable and if ATS desires to retain such Accounts Receivable. As to each such Accounts Receivable, the parties shall negotiate a good faith value of such Accounts Receivable, which ATS shall pay to Meridian if ATS, in its sole discretion, chooses to retain such Accounts Receivable. Meridian shall retain the right to collect any of its Accounts Receivable as to which the parties are unable to reach agreement as to a good faith value, and ATS agrees to turn over to Meridian any payments received against any such Accounts Receivable. ATS shall not be obligated to use any extraordinary efforts to collect any of the Accounts Receivable assigned to it for collection hereunder or to refer any of such Accounts Receivable to a collection agency or to any attorney for collection, and ATS shall not make any such referral or compromise, nor settle or adjust the amount of any such Accounts Receivable, except with the approval of Meridian. ATS shall not incur any liability to Meridian for any uncollected account unless ATS shall have engaged in willful misconduct or gross negligence in the performance of its obligations set forth in this Section. During and after the Collection Period, without specific agreement with ATS to the contrary, neither Meridian nor its agents shall make any direct solicitation of the Accounts Receivable for collection purposes, except for Accounts Receivable retained by Meridian after the Collection Period. The provisions of this Section shall not apply to those certain Accounts Receivable set forth in Section 2.4 of the Meridian Disclosure Schedule or to any other Accounts Receivable which Meridian, in its sole business judgment, determines will require extraordinary collection efforts or referrals to a collection agency or attorney for collection (collectively, the "Retained Accounts Receivable"), provided the Retained Accounts Receivable are set forth in a written notice delivered to ATS by Meridian on or prior to the Closing Date. As to all Retained Accounts Receivable, Meridian shall retain the sole and exclusive right to collect same as Meridian in its sole discretion may determineManager.

Accounts Receivable. At Buyer and Seller shall cooperate in determining the closing, Meridian shall appoint ATS its ------------------- agent for final amount of Seller’s Accounts Receivables by customer of the purpose of collecting all Accounts Receivable relating to the Meridian Business. Meridian Buyer shall deliver use its commercially reasonable efforts to ATS collect, on behalf of Seller, all of Seller’s Accounts Receivables from the applicable customers of the Business, and Buyer shall promptly remit all such collected amounts to Seller. If any customer of the Business owes both Seller and Buyer based on invoices provided to such customer, any amounts collected by Buyer from such customer shall (i) first be applied to Seller’s Accounts Receivables with an invoice date on or after February 9, 2015 and be promptly remitted to Seller, (ii) then, if the customer had specifically identified how such payment was to be applied to Seller’s Accounts Receivables or to accounts receivables for services rendered by Buyer after the Closing Date, such amounts shall be applied and remitted as soon as practicable instructed by the customer, (iii) then be applied to accounts receivables for services rendered by Buyer after the Closing Date and (iv) then be applied to any remaining Seller’s Accounts Receivables and be promptly remitted to Seller. Notwithstanding the foregoing, if a complete customer specifically and detailed statement showing the name, amount and age of each Accounts Receivable of the Meridian Business. Subject to and limited by the following, revenues relating to the Accounts Receivable relating to the Meridian Business will be for the account of Meridian. ATS shall use its reasonable business efforts to collect the Accounts Receivable reasonably disputes an invoice with respect to the Meridian Business for a period of ninety (90) days after the Closing Date (the "Collection Period"). Any payment received by ATS during the Collection Period from any customer with an account which is an Accounts Receivable with respect to the Meridian Business shall first be applied in reduction of the Seller’s Accounts Receivable, unless the customer contests in writing the validity Buyer shall inform Seller of such application. During the Collection Perioddispute, ATS Buyer shall furnish Meridian promptly provide Seller with a list of, all information and pay over documentation supporting or related to Meridian, the amounts collected with respect to the Accounts Receivable with respect to the Meridian Business on a bi-weekly basis such invoice and forward to Meridian, promptly upon receipt or delivery, as the case may be, copies of all correspondence relating to Accounts Receivable. ATS shall provide Meridian with a final accounting on or before the fifteenth (15th) day following the end of the Collection Period. Upon the request of either party at and after such time, the parties shall meet to mutually and in good faith analyze any uncollected Accounts Receivable to determine if the same, in their reasonable business judgment, are deemed to be collectable and if ATS desires to retain such Accounts Receivable. As to each such Accounts Receivable, the parties shall negotiate a good faith value of such Accounts Receivable, which ATS shall pay to Meridian if ATS, in its sole discretion, chooses to retain such Accounts Receivable. Meridian shall retain the right to collect any of its Accounts Receivable as to which the parties are unable to reach agreement as to a good faith value, and ATS agrees to turn over to Meridian any payments received against any such Accounts Receivable. ATS Buyer shall not be obligated to use remit amounts collected from such customer with respect to such invoice until the dispute has been resolved. At the request of Seller, Buyer shall promptly provide Seller with all information and documentation supporting or related to any extraordinary Seller’s Accounts Receivables. Buyer shall have no obligation to sxx any customer as part of its commercially reasonable efforts to collect any of Seller’s Accounts Receivables. Buyer shall have no liability to Seller for failure to collect the Seller’s Accounts Receivable assigned to it for collection hereunder or to refer any of such Accounts Receivable to a collection agency or to any attorney for collection, and ATS Receivables except as provided in this Section 9(d). Buyer shall not make be required to incur new expenses with any such referral or compromise, nor settle or adjust third parties in order to provide the amount of any such Accounts Receivable, except with the approval of Meridian. ATS shall not incur any liability services to Meridian for any uncollected account unless ATS shall have engaged in willful misconduct or gross negligence in the performance of its obligations set forth in this Section. During and after the Collection Period, without specific agreement with ATS to the contrary, neither Meridian nor its agents shall make any direct solicitation of the Accounts Receivable for collection purposes, except for Accounts Receivable retained by Meridian after the Collection Period. The provisions of Seller under this Section shall not apply to those certain Accounts Receivable set forth in Section 2.4 of the Meridian Disclosure Schedule or to any other Accounts Receivable which Meridian, in its sole business judgment, determines will require extraordinary collection efforts or referrals to a collection agency or attorney for collection (collectively, the "Retained Accounts Receivable"9(d), provided the Retained Accounts Receivable are set forth in a written notice delivered to ATS by Meridian on or prior to the Closing Date. As to all Retained Accounts Receivable, Meridian shall retain the sole and exclusive right to collect same as Meridian in its sole discretion may determine.

Accounts Receivable. At the closing, Meridian shall appoint ATS its ------------------- agent for the purpose of collecting Buyer acknowledges that all Accounts Receivable relating accounts receivable arising prior to the Meridian Business. Meridian shall deliver to ATS on or as soon as practicable after the Closing Date a complete and detailed statement showing in connection with the name, amount and age of each Accounts Receivable operation of the Meridian Business. Subject Stations, including but not limited to accounts receivable for advertising revenues for programs and limited by announcements performed on the following, revenues relating Stations prior to the Accounts Receivable relating Closing Date and other broadcast revenues for services performed prior to the Meridian Business will be for Closing Date, shall remain the account property of MeridianSeller ("Seller Accounts Receivable") and that Buyer shall not acquire any beneficial right or interest therein or responsibility therefor under this Agreement. ATS shall use its reasonable business efforts to collect the Accounts Receivable with respect to the Meridian Business for For a period of ninety one hundred fifty (90150) days after following the Closing Date (the "Collection Period"). Any payment received by ATS during , Buyer agrees to use substantially the Collection Period from any customer with an account which is an same efforts to collect the Seller Accounts Receivable as Buyer uses to collect Buyer's own accounts receivable in the normal and ordinary course of business, and Buyer will apply all such amounts collected in connection with the Seller Accounts Receivable to the debtor's oldest account receivable first, except that any such accounts collected by Buyer from persons who are also indebted to Buyer may be applied to Buyer's account if so directed by the debtor or under circumstances in which there is a bona fide dispute between Seller and such account debtor with respect to such account. Buyer's obligation and authority shall not extend to the Meridian Business shall first be applied in reduction institution of the litigation, employment of counsel or a collection agency or any other extraordinary means of collection. Buyer agrees to reasonably cooperate with Seller, at Seller's expense, as to any litigation or other collection efforts instituted by Seller to collect any delinquent Seller Accounts Receivable, unless the customer contests in writing the validity of such application. During the Collection Period, ATS shall furnish Meridian with a list of, and pay over to Meridian, the amounts collected with respect to the Accounts Receivable with respect to the Meridian Business on a bi-weekly basis and forward to Meridian, promptly upon receipt or delivery, as the case may be, copies of all correspondence relating to Accounts Receivable. ATS shall provide Meridian with a final accounting on or before the fifteenth (15th) day following the end of the Collection Period. Upon the request of either party at and after such time, the parties shall meet to mutually and in good faith analyze any uncollected Accounts Receivable to determine if the same, in their reasonable business judgment, are deemed to be collectable and if ATS desires to retain such Accounts Receivable. As to each such Accounts Receivable, the parties shall negotiate a good faith value of such Accounts Receivable, which ATS shall pay to Meridian if ATS, in its sole discretion, chooses to retain such Accounts Receivable. Meridian shall retain the right to collect any of its Accounts Receivable as to which the parties are unable to reach agreement as to a good faith value, and ATS agrees to turn over to Meridian any payments received against any such Accounts Receivable. ATS shall not be obligated to use any extraordinary efforts to collect any of the Accounts Receivable assigned to it for collection hereunder or to refer any of such Accounts Receivable to a collection agency or to any attorney for collection, and ATS shall not make any such referral or compromise, nor settle or adjust the amount of any such Accounts Receivable, except with the approval of Meridian. ATS shall not incur any liability to Meridian for any uncollected account unless ATS shall have engaged in willful misconduct or gross negligence in the performance of its obligations set forth in this Section. During and after the Collection Period, without specific agreement with ATS to the contrary, neither Meridian Seller nor its agents shall make any direct solicitation of any account debtor for collection purposes or institute litigation for the collection of amounts due. Any amounts relating to the Seller Accounts Receivable for collection purposes, except for Accounts Receivable that are paid directly to Seller shall be retained by Meridian after Seller, but Seller shall provide Buyer with prompt notice of any such payment. Every thirty (30) days during the Collection Period. The provisions , Buyer shall make a payment to Seller equal to the amount of this Section shall not apply to those certain all collections of Seller Accounts Receivable set forth in Section 2.4 during such thirty (30) day period. At the end of the Meridian Disclosure Schedule or to 150-day Collection Period, any other remaining Seller Accounts Receivable which Meridian, in its sole business judgment, determines will require extraordinary collection efforts or referrals shall be returned to a collection agency or attorney Seller for collection (collectively, the "Retained Accounts Receivable"), provided the Retained Accounts Receivable are set forth in a written notice delivered to ATS by Meridian on or prior to the Closing Date. As to all Retained Accounts Receivable, Meridian shall retain the sole and exclusive right to collect same as Meridian in its sole discretion may determinecollection.

Accounts Receivable. At The Receivables arose in the closingordinary course of business, Meridian shall appoint ATS its ------------------- agent consistent with past practices, represented bona fide claims against debtors for sales and other charges, and have been collected or are collectible in the purpose book amounts thereof, less an amount not in excess of collecting all Accounts Receivable relating the allowance for doubtful accounts provided for in the 2011 Balance Sheet. Allowances for doubtful accounts and warranty returns as reflected in the Financial Statements have been prepared in accordance with GAAP consistently applied and in accordance with Seller’s past practices (except to the Meridian Businessextent that modification was necessary for GAAP purposes) and are sufficient to provide for any losses which may be sustained on realization of the receivables. Meridian shall deliver to ATS on or as soon as practicable The Receivables arising after the 2011 Balance Sheet and before the Closing Date a complete arose or shall arise in the ordinary course of business, consistent with past practices, represented or shall represent bona fide claims against debtors for sales and detailed statement showing other charges, and have been collected or are collectible in the namebook amounts thereof, amount less allowances for doubtful accounts and age of each Accounts Receivable warranty returns determined in accordance with GAAP consistently applied and Seller’s past practices (except to the extent that modification was necessary for GAAP purposes) which are or shall be sufficient to provide for any losses which may be sustained on realization of the Meridian Businessreceivables. Subject None of the Receivables is subject to any claim of offset, recoupment, setoff or counter-claim, and limited by the following, revenues relating to the Accounts Receivable relating knowledge of Seller and the Principal Shareholders, no facts or circumstances exist (whether asserted or unasserted) that could reasonably give rise to any such claim. No Receivables are contingent upon the Meridian Business performance by Seller of any obligation or contract other than normal warranty repair and replacement. Except for Liens which will be discharged or released at or prior to Closing, no Person has any Lien on any of such accounts receivable, and no agreement for the account of Meridian. ATS shall use its reasonable business efforts to collect the Accounts Receivable deduction or discount has been made with respect to the Meridian Business for a period of ninety (90) days after the Closing Date (the "Collection Period"). Any payment received by ATS during the Collection Period from any customer with an account which is an Accounts Receivable with respect to the Meridian Business shall first be applied in reduction of the Accounts Receivable, unless the customer contests in writing the validity of such application. During the Collection Period, ATS shall furnish Meridian with a list of, and pay over to Meridian, the amounts collected with respect to the Accounts Receivable with respect to the Meridian Business on a bi-weekly basis and forward to Meridian, promptly upon receipt or delivery, as the case may be, copies of all correspondence relating to Accounts Receivable. ATS shall provide Meridian with a final accounting on or before the fifteenth (15th) day following the end of the Collection Period. Upon the request of either party at and after such time, the parties shall meet to mutually and in good faith analyze any uncollected Accounts Receivable to determine if the same, in their reasonable business judgment, are deemed to be collectable and if ATS desires to retain such Accounts Receivable. As to each such Accounts Receivable, the parties shall negotiate a good faith value of such Accounts Receivable, which ATS shall pay to Meridian if ATS, in its sole discretion, chooses to retain such Accounts Receivable. Meridian shall retain the right to collect any of its Accounts Receivable as to which the parties are unable to reach agreement as to a good faith value, and ATS agrees to turn over to Meridian any payments received against any such Accounts Receivable. ATS shall not be obligated to use any extraordinary efforts to collect any of the Accounts Receivable assigned to it for collection hereunder or to refer any of such Accounts Receivable to a collection agency or to any attorney for collectionaccounts receivable. Schedule 4.02(f) of the Disclosure Letter sets forth an accurate list of the Receivables, an aging of the Receivables in the aggregate and by customer, and ATS shall not make any indicates the amounts of allowances for doubtful accounts and warranty returns, in each case as of June 30, 2012. Schedule 4.02(f) of the Disclosure Letter sets forth such referral or compromiseamounts of the Receivables which are subject to asserted warranty claims by customers and reasonably detailed information regarding asserted warranty claims made within the last year, nor settle or adjust including the amount type and amounts of such claims. Such Receivables are collectible in the amounts shown on Schedule 4.02(f) of the Disclosure Letter, net of any such Accounts Receivable, except with the approval of Meridian. ATS shall not incur any liability to Meridian allowances for any uncollected account unless ATS shall have engaged in willful misconduct or gross negligence in the performance of its obligations set forth in this Section. During and after the Collection Period, without specific agreement with ATS to the contrary, neither Meridian nor its agents shall make any direct solicitation of the Accounts Receivable for collection purposes, except for Accounts Receivable retained by Meridian after the Collection Period. The provisions of this Section shall not apply to those certain Accounts Receivable set forth in Section 2.4 of the Meridian Disclosure Schedule or to any other Accounts Receivable which Meridian, in its sole business judgment, determines will require extraordinary collection efforts or referrals to a collection agency or attorney for collection (collectively, the "Retained Accounts Receivable"), provided the Retained Accounts Receivable are set forth in a written notice delivered to ATS by Meridian on or prior to the Closing Date. As to all Retained Accounts Receivable, Meridian shall retain the sole and exclusive right to collect same as Meridian in its sole discretion may determinedoubtful accounts reflected therein.

Accounts Receivable. At Broker acknowledges that all accounts receivable arising prior to the closingCommencement Date in connection with the operation of the Stations, Meridian including but not limited to accounts receivable for advertising revenues for programs and announcements performed prior to the Commencement Date and other broadcast revenues for services performed prior to the Commencement Date, shall appoint ATS its ------------------- agent remain the property of Licensee (the "Licensee Accounts Receivable") and that Broker shall not acquire any beneficial right or interest therein or responsibility therefor. During the term of this Agreement, Broker agrees to use such efforts as it ordinarily uses for the purpose collection of collecting all its own accounts receivable to assist Licensee in collection of the Licensee Accounts Receivable relating in the normal and ordinary course of business and will apply all such amounts collected to the Meridian Business. Meridian shall deliver debtor's oldest account receivable first, except that any such accounts collected by Broker from persons who are also indebted to ATS on or as soon as practicable after the Closing Date a complete and detailed statement showing the name, amount and age of each Accounts Receivable of the Meridian Business. Subject Broker may be applied to and limited Broker's account if so directed by the following, revenues relating to the Accounts Receivable relating to the Meridian Business will be for the debtor or under circumstances in which there is a bona fide dispute between Licensee and such account of Meridian. ATS shall use its reasonable business efforts to collect the Accounts Receivable debtor with respect to the Meridian Business for a period of ninety (90) days after the Closing Date (the "Collection Period")such account provided that such disputed accounts are reassigned to Licensee. Any payment received by ATS during the Collection Period from any customer with an account which is an Accounts Receivable with respect Broker's obligation and authority shall not extend to the Meridian Business shall first be applied in reduction institution of the Accounts Receivablelitigation, unless the customer contests in writing the validity employment of such application. During the Collection Period, ATS shall furnish Meridian with a list of, and pay over to Meridian, the amounts collected with respect to the Accounts Receivable with respect to the Meridian Business on a bi-weekly basis and forward to Meridian, promptly upon receipt counsel or delivery, as the case may be, copies of all correspondence relating to Accounts Receivable. ATS shall provide Meridian with a final accounting on or before the fifteenth (15th) day following the end of the Collection Period. Upon the request of either party at and after such time, the parties shall meet to mutually and in good faith analyze any uncollected Accounts Receivable to determine if the same, in their reasonable business judgment, are deemed to be collectable and if ATS desires to retain such Accounts Receivable. As to each such Accounts Receivable, the parties shall negotiate a good faith value of such Accounts Receivable, which ATS shall pay to Meridian if ATS, in its sole discretion, chooses to retain such Accounts Receivable. Meridian shall retain the right to collect any of its Accounts Receivable as to which the parties are unable to reach agreement as to a good faith value, and ATS agrees to turn over to Meridian any payments received against any such Accounts Receivable. ATS shall not be obligated to use any extraordinary efforts to collect any of the Accounts Receivable assigned to it for collection hereunder or to refer any of such Accounts Receivable to a collection agency or any other extraordinary means of collection. Broker agrees to reasonably cooperate with Licensee, at Licensee' expense, as to any attorney for collection, and ATS shall not make litigation or other collection efforts instituted by Licensee to collect any such referral or compromise, nor settle or adjust the amount of any such delinquent Licensee Accounts Receivable, except with the approval of Meridian. ATS shall not incur any liability to Meridian for any uncollected account unless ATS shall have engaged in willful misconduct or gross negligence in the performance of its obligations set forth in this Section. During and after the Collection Period, without specific agreement with ATS to the contraryterm of this Agreement, neither Meridian Licensee nor its agents shall make any direct solicitation of any account debtor for collection purposes or institute litigation for the collection of amounts due except with respect to any accounts that may be reassigned to Licensee. Any amounts relating to the Licensee Accounts Receivable for collection purposesthat are paid directly to the Licensee shall be retained by the Licensee, except for but Licensee shall provide Broker with prompt notice of any such payment. Every thirty (30) days during the term of this Agreement, Licensee shall make a payment to Licensee equal to the amount of all collections of Licensee Accounts Receivable retained by Meridian after during such thirty (30) day period, provided that Broker shall deduct from such amounts and shall be responsible for paying commissions due on the Collection Periodcollected Licensee Accounts Receivable in accordance with ATTACHMENT H hereto. The provisions At the end of the term of this Section shall not apply to those certain Agreement, any remaining Licensee Accounts Receivable set forth in Section 2.4 of the Meridian Disclosure Schedule or shall be returned to any other Accounts Receivable which Meridian, in its sole business judgment, determines will require extraordinary collection efforts or referrals to a collection agency or attorney Licensee for collection (collectively, the "Retained Accounts Receivable"), provided the Retained Accounts Receivable are set forth in a written notice delivered to ATS by Meridian on or prior to the Closing Date. As to all Retained Accounts Receivable, Meridian shall retain the sole and exclusive right to collect same as Meridian in its sole discretion may determinecollection.

Accounts Receivable. At Following the closingClosing, Meridian (a) if Intel or any of its Subsidiaries receives any payment, refund or other amount that is a Intel Transferred Asset or is otherwise properly due and owing to Newco in accordance with the terms of this Agreement, Intel promptly shall appoint ATS remit, or shall cause to be remitted, such amount to Newco and (b) if Newco or any of its ------------------- agent for Subsidiaries receives any payment, refund or other amount that is a Intel Excluded Asset or is otherwise properly due and owing to Intel or any of its Subsidiaries in accordance with the purpose terms of collecting all Accounts Receivable relating this Agreement, Newco promptly shall remit, or shall cause to be remitted, such amount to Intel. Without limiting the Meridian Business. Meridian foregoing, Newco shall deliver forward to ATS on or as soon as practicable after the Intel, immediately upon receipt thereof, any payments of Pre-Closing Date a complete and detailed statement showing the name, amount and age of each Accounts Receivable of Intel or any of its Subsidiaries, and Intel shall forward to Newco, immediately upon receipt thereof, any payments of Post-Closing Accounts Receivable of Newco or any of its Subsidiaries unless otherwise set forth in the Meridian BusinessIntel Transition Services Agreement. Subject Following the Closing, the Parties shall cooperate in promptly advising customers to and limited by the following, revenues relating direct to the Accounts appropriate Party any future payments by such customers. In determining whether a payment received by either Party is a payment of an Account Receivable relating of Intel or Newco, the receiving Party may rely on any invoice or contract number referred to on the payment or in correspondence accompanying such payment. To the extent any payment, refund or other amount received by Intel or Newco from a customer or other account debtor does not specify which outstanding invoice or receivable it is in payment of, such payment shall be applied to the Meridian Business will be for the account of Meridian. ATS shall use its reasonable business efforts to collect the Accounts Receivable earliest invoice outstanding with respect to the Meridian Business for a period of ninety (90) days after the Closing Date (the "Collection Period"). Any payment received by ATS during the Collection Period from any customer with an account which is an Accounts Receivable with respect to the Meridian Business shall first be applied in reduction of the Accounts Receivable, unless the customer contests in writing the validity indebtedness of such application. During the Collection Period, ATS shall furnish Meridian with a list of, and pay over to Meridian, the amounts collected with respect to the Accounts Receivable with respect to the Meridian Business on a bi-weekly basis and forward to Meridian, promptly upon receipt customer or delivery, as the case may be, copies of all correspondence relating to Accounts Receivable. ATS shall provide Meridian with a final accounting on or before the fifteenth (15th) day following the end of the Collection Period. Upon the request of either party at and after such time, the parties shall meet to mutually and in good faith analyze any uncollected Accounts Receivable to determine if the same, in their reasonable business judgment, are deemed to be collectable and if ATS desires to retain such Accounts Receivable. As to each such Accounts Receivable, the parties shall negotiate a good faith value of such Accounts Receivable, which ATS shall pay to Meridian if ATS, in its sole discretion, chooses to retain such Accounts Receivable. Meridian shall retain the right to collect any of its Accounts Receivable as to which the parties are unable to reach agreement as to a good faith value, and ATS agrees to turn over to Meridian any payments received against any such Accounts Receivable. ATS shall not be obligated to use any extraordinary efforts to collect any of the Accounts Receivable assigned to it for collection hereunder or to refer any of such Accounts Receivable to a collection agency or to any attorney for collection, and ATS shall not make any such referral or compromise, nor settle or adjust the amount of any such Accounts Receivable, except with the approval of Meridian. ATS shall not incur any liability to Meridian for any uncollected other account unless ATS shall have engaged in willful misconduct or gross negligence in the performance of its obligations set forth in this Section. During and after the Collection Period, without specific agreement with ATS to the contrary, neither Meridian nor its agents shall make any direct solicitation of the Accounts Receivable for collection purposesdebtor, except for those invoices which are subject to a dispute to the extent of such dispute. Following the Closing, Newco will provide such cooperation as Intel shall reasonably request in connection with Intel’s collection of outstanding Pre-Closing Accounts Receivable retained by Meridian after the Collection Period. The provisions of this Section shall not apply to those certain Accounts Receivable set forth in Section 2.4 of the Meridian Disclosure Schedule or to any other Accounts Receivable which Meridian, in Intel and its sole business judgment, determines will require extraordinary collection efforts or referrals to a collection agency or attorney for collection (collectively, the "Retained Accounts Receivable"), provided the Retained Accounts Receivable are set forth in a written notice delivered to ATS by Meridian on or prior to the Closing Date. As to all Retained Accounts Receivable, Meridian shall retain the sole and exclusive right to collect same as Meridian in its sole discretion may determineSubsidiaries.

Accounts Receivable. At the closing, Meridian shall appoint ATS its ------------------- agent for the purpose of collecting all Accounts Receivable relating to the Meridian Business. Meridian shall deliver to ATS on or as soon as practicable after Following the Closing Date a complete Date, Institute shall cease its collection efforts and detailed statement showing Buyer shall exercise commercially reasonable efforts to collect, on behalf of Institute, the name, amount and age of each Accounts Receivable accounts receivable of the Meridian Business. Subject to and limited by the following, revenues relating to the Accounts Receivable relating to the Meridian Business will be for the account of Meridian. ATS shall use its reasonable business efforts to collect the Accounts Receivable with respect to the Meridian Business for a period of ninety (90) days after the Closing Date reflected on Schedule 4.18 (the "Collection PeriodClosing Date A/Rs"). Any payment All payments received by ATS during Buyer or Institute from customers/clients of the Collection Period from any customer with an account which is an Accounts Receivable with respect Business who have outstanding Closing Date A/Rs shall either be retained by the recipient or promptly remitted to the Meridian Business shall first be applied in reduction of the Accounts Receivable, unless the customer contests in writing the validity of such application. During the Collection Period, ATS shall furnish Meridian with a list of, and pay over to Meridian, the amounts collected with respect to the Accounts Receivable with respect to the Meridian Business on a bi-weekly basis and forward to Meridian, promptly upon receipt or deliveryother party, as the case may be, copies of in accordance with the following procedure: all correspondence relating payments from such customers/clients shall be credited to Accounts Receivable. ATS shall provide Meridian the specific invoices for which such payments are submitted and, assuming compliance with a final accounting on or before the fifteenth (15th) day following the end of the Collection Period. Upon the request of either party at and after such timeforegoing, the parties shall meet checks received by Buyer that are payable to mutually and in good faith analyze any uncollected Accounts Receivable to determine if the same, in their reasonable business judgment, are deemed to Institute will be collectable and if ATS desires to retain such Accounts Receivable. As to each such Accounts Receivable, the parties shall negotiate a good faith value of such Accounts Receivable, which ATS shall pay to Meridian if ATS, in its sole discretion, chooses to retain such Accounts Receivable. Meridian shall retain the right to collect any of its Accounts Receivable as to which the parties are unable to reach agreement as to a good faith value, and ATS agrees to turn directly turned over to Meridian Institute. Funds shall be remitted to the proper party on a daily business day basis and any payments received against any such Accounts Receivable. ATS funds not remitted to the proper party within ten (10) days after receipt shall not be obligated to use any extraordinary efforts to collect any of accrue interest at the Accounts Receivable assigned to it for collection hereunder or to refer any of such Accounts Receivable to a collection agency or to any attorney for collectionprime interest rate, and ATS shall not make any such referral or compromise, nor settle or adjust the amount of any such Accounts Receivable, except with the approval of Meridian. ATS shall not incur any liability to Meridian for any uncollected account unless ATS shall have engaged in willful misconduct or gross negligence as published in the performance "Money Rates" section of its obligations set forth The Wall Street Journal plus two percent (2%). Notwithstanding anything contained in this Section. During and after the Collection Period, without specific agreement with ATS Section 6.5 to the contrary, neither Meridian nor its agents Buyer shall make any direct solicitation of the Accounts Receivable for collection purposes, except for Accounts Receivable retained by Meridian after the Collection Period. The provisions of this Section shall not apply to those certain Accounts Receivable set forth in Section 2.4 of the Meridian Disclosure Schedule or to any other Accounts Receivable which Meridian, in its sole business judgment, determines will require extraordinary undertake collection efforts or referrals to a in substantially the same manner following the Closing Date as is customary in the collection agency or attorney for collection (collectively, the "Retained Accounts Receivable"), provided the Retained Accounts Receivable are set forth of accounts receivable arising in a written notice delivered to ATS by Meridian on or Buyer's own business prior to the Closing Date, provided that Buyer shall not be required to file suit, employ the services of a collection agency or commence any other official proceeding in order to collect any delinquent accounts included in the accounts receivable, and further provided that Buyer shall have no authority to forgive, compromise or write off any of Institute's accounts receivable. As Buyer shall inform Institute in writing, on a weekly basis, of the status of delinquent accounts and amounts collected on account of invoices rendered by Institute prior to all Retained Accounts Receivable, Meridian the Closing and shall retain provide Institute with an accounts receivable aging report. Institute shall have the sole and exclusive right to review Buyer's books and records to verify Buyer's performance of its obligations under this Section 6.5. Institute may elect, at any time, to collect same as Meridian any or all of its own receivables, in its sole discretion may determinewhich event Buyer shall turn over all materials relating to such receivables (except Buyer shall be entitled to retain copies of all of such records) to Institute and cease collection efforts on behalf of Institute.

Accounts Receivable. At the closing, Meridian shall appoint ATS its ------------------- agent for the purpose of collecting all Accounts Receivable relating to the Meridian Business. Meridian shall deliver to ATS on or as soon as practicable From and after the Closing Date a complete and detailed statement showing Closing, -------------------- Purchaser shall remit to Harriscope the name, amount and age of each Accounts Receivable of the Meridian Business. Subject to and limited by the following, revenues relating to the Accounts Receivable relating to the Meridian Business will be for the account of Meridian. ATS shall use its reasonable business efforts to collect the Accounts Receivable with respect to the Meridian Business for a period of ninety (90) days after the Closing Date (the "Collection Period"). Any payment amounts actually collected or received by ATS during the Collection Period from any customer with an account which is an Accounts Receivable with respect to the Meridian Business shall first be applied in reduction of the Accounts Receivable, unless the customer contests in writing the validity of such application. During the Collection Period, ATS shall furnish Meridian with a list of, and pay over to Meridian, the amounts collected Purchaser with respect to the Accounts Receivable with respect for the period prior to the Meridian Business Closing Date, net of reasonable out-of-pocket collection costs paid to any non- affiliated third party, on a bi-weekly basis and forward to Meridianmonthly basis, promptly upon receipt or delivery, as beginning on the case may be, copies 15/th/ day of all correspondence relating to Accounts Receivable. ATS shall provide Meridian with a final accounting on or before the fifteenth (15th) day first calendar month following the end Closing and continuing thereafter on a monthly basis by the 15th day of the Collection Periodeach following calendar month. Upon the request of either party at and after such time, the parties shall meet to mutually and in good faith analyze any uncollected Accounts Receivable to determine if the same, in their reasonable business judgment, are deemed to be collectable and if ATS desires to retain such Accounts Receivable. As to each such Accounts Receivable, the parties shall negotiate a good faith value of such Accounts Receivable, which ATS shall pay to Meridian if ATS, in its sole discretion, chooses to retain such Accounts Receivable. Meridian shall retain the right to collect any of its Accounts Receivable as to which the parties are unable to reach agreement as to a good faith value, and ATS agrees to turn over to Meridian any payments received against any such Accounts Receivable. ATS Purchaser shall not be obligated to use make any extraordinary efforts to collect referral or compromise of any of the Accounts Receivable assigned to it for collection hereunder or to refer any of such Accounts Receivable to a collection agency or to any attorney for collection, and ATS shall not make any such referral or compromise, nor settle or adjust the amount of any such Accounts Receivable, except with the approval of Meridian. ATS shall not incur any liability to Meridian for any uncollected account unless ATS shall have engaged in willful misconduct or gross negligence in the performance of its obligations set forth in this Section. During and after the Collection Period, without specific agreement with ATS to the contrary, neither Meridian nor its agents shall make any direct solicitation of the Accounts Receivable for collection purposes, except for Accounts Receivable retained by Meridian after the Collection Period. The provisions of this Section shall not apply to those certain Accounts Receivable set forth in Section 2.4 of the Meridian Disclosure Schedule or to any other Accounts Receivable which Meridian, in its sole business judgment, determines will require extraordinary collection efforts or referrals to a collection agency or attorney for collection (collectivelyand shall not settle or adjust the amount of any of the Accounts Receivable without the prior written consent of Harriscope. Any amounts collected by Purchaser with respect to the Accounts Receivable shall, unless an account debtor disputes an invoice or invoices in writing, be applied to the "Retained oldest outstanding account. Purchaser will exercise commercially reasonable best efforts to collect such Accounts Receivable"), provided but will not be required to institute collection or any other court proceedings. Harriscope agrees that until any assignment of such right and obligation to collect the Retained Accounts Receivable are back to Harriscope as set forth in a written notice delivered below, Purchaser shall be solely responsible for seeking collection of such Accounts Receivable and Harriscope shall not correspond with any debtors for the purpose of collecting such Accounts Receivable or seek payment from any debtors of such Accounts Receivable. In the event that any of the Accounts Receivable relating to ATS by Meridian on or the Station for the period prior to the Closing Date have not been collected within 120 days after the Closing Date. As , Purchaser shall assign to all Retained Harriscope the right and obligation to collect such Accounts Receivable, Meridian . The parties acknowledge and agree that the Accounts Receivable are the property of Harriscope and all amounts collected by Purchaser with respect thereto shall retain the sole and exclusive right to collect same as Meridian in its sole discretion may determinebe Harriscope's property.

Accounts Receivable. At the closing, Meridian BEA shall appoint ATS its ------------------- agent for the purpose of collecting all Accounts Receivable relating to the Meridian BEA Business. Meridian BEA shall deliver to ATS on or as soon as practicable after the Closing Date a complete and detailed statement showing the name, amount and age of each Accounts Receivable of the Meridian BEA Business. Subject to and limited by the following, revenues relating to the Accounts Receivable relating to the Meridian BEA Business will be for the account of MeridianBEA. ATS shall use the same procedures and efforts which it uses with respect to its reasonable business efforts own accounts receivable to collect the Accounts Receivable with respect to the Meridian BEA Business for a period of ninety (90) days after the Closing Date (the "Collection Period"). Any payment received by ATS during the Collection Period from any customer with an account which is an Accounts Receivable with respect to the Meridian BEA Business shall first be applied in reduction of the Accounts Receivable, unless the customer contests in writing the validity of such application. If the customer contests the validity of any payment received by ATS during the Collection Period to be applied in reduction of the Accounts Receivable, then ATS shall promptly notify BEA and any payment with respect to which application is contested as aforesaid shall be placed in an escrow arrangement reasonably satisfactory to ATS and BEA until the validity of the application is determined. During the Collection Period, ATS shall furnish Meridian BEA with a list of, and pay over to MeridianBEA, the amounts collected with respect collectxx xxxx xxspect to the Accounts Receivable with respect to the Meridian BEA Business on a bi-weekly monthly basis and forward to MeridianBEA, promptly upon receipt or delivery, as the case may be, copies of all correspondence relating to Accounts Receivable. ATS shall provide Meridian BEA with a final accounting on or before the fifteenth (15th) day following the end of the Collection Period. Upon the request of either party at and after such time, the parties shall meet to mutually and in good faith analyze any uncollected Accounts Receivable to determine if the same, in their reasonable business judgment, are deemed to be collectable and if ATS desires to retain such Accounts Receivable. As to each such Accounts Receivable, the parties shall negotiate a good faith value of such Accounts Receivable, which ATS shall pay to Meridian BEA if ATS, in its sole discretion, chooses to retain such Accounts Receivable. Meridian BEA shall retain the right to collect any of its Accounts Receivable as to which the parties are unable to reach agreement as to a good faith value, and ATS agrees to turn over to Meridian BEA any payments received against any such Accounts Receivable. ATS shall not be obligated to use any extraordinary efforts to collect any of the Accounts Receivable assigned to it for collection hereunder or to refer any of such Accounts Receivable to a collection agency or to any attorney for collection, and ATS shall not make any such referral or compromise, nor settle or adjust the amount of any such Accounts Receivable, except with the approval of MeridianBEA. ATS shall not incur any liability to Meridian BEA for any uncollected account unless ATS shall have engaged in willful misconduct or gross negligence in the performance of its obligations set forth in this Section. During and after the Collection Period, without specific agreement with ATS to the contrary, neither Meridian BEA nor its agents shall make any direct solicitation of the Accounts Receivable for collection purposes, except for Accounts Receivable retained by Meridian BEA after the Collection Period. The provisions of this Section shall not apply to those certain Accounts Receivable set forth in Section 2.4 of the Meridian Disclosure Schedule or to any other Accounts Receivable which Meridian, in its sole business judgment, determines will require extraordinary collection efforts or referrals to a collection agency or attorney for collection (collectively, the "Retained Accounts Receivable"), provided the Retained Accounts Receivable are set forth in a written notice delivered to ATS by Meridian on or prior to the Closing Date. As to all Retained Accounts Receivable, Meridian shall retain the sole and exclusive right to collect same as Meridian in its sole discretion may determine.

Accounts Receivable. At the closing, Meridian Buyer shall appoint ATS its receive from Seller and Seller shall ------------------- agent for the purpose transfer to Buyer all of collecting all Accounts Receivable relating to the Meridian Business. Meridian shall deliver to ATS on or as soon as practicable after the Closing Date a complete and detailed statement showing the name, amount and age of each Accounts Receivable of the Meridian Business. Subject to and limited by the following, revenues relating to the Accounts Receivable relating to at the Meridian Business will be for the account of MeridianClosing. ATS shall use its reasonable business efforts to collect the Accounts Receivable with respect to the Meridian Business for For a period of ninety (90) days after the Closing Date (the "Buyer Collection Period"). Any payment received by ATS during the Collection Period from any customer with an account which is an Accounts Receivable with respect to the Meridian Business shall first be applied in reduction of the Accounts Receivable, unless the customer contests in writing the validity of such application. During the Collection Period, ATS shall furnish Meridian with a list of, and pay over to Meridian, the amounts collected with respect to the Accounts Receivable with respect to the Meridian Business on a bi-weekly basis and forward to Meridian, promptly upon receipt or delivery, as the case may be, copies of all correspondence relating to Accounts Receivable. ATS shall provide Meridian with a final accounting on or before the fifteenth (15th) day following the end of the Collection Period. Upon the request of either party at and after such time, the parties shall meet to mutually and in good faith analyze any uncollected Accounts Receivable to determine if the same, in their reasonable business judgment, are deemed to be collectable and if ATS desires to retain such Accounts Receivable. As to each such Accounts Receivable, the parties shall negotiate a good faith value of such Accounts Receivable, which ATS shall pay to Meridian if ATS, in its sole discretion, chooses to retain such Accounts Receivable. Meridian shall retain the right to collect any of its Accounts Receivable as to which the parties are unable to reach agreement as to a good faith value, and ATS agrees to turn over to Meridian any payments received against any such Accounts Receivable. ATS shall not be obligated to use any extraordinary efforts to collect any of the Accounts Receivable assigned to it for collection hereunder or to refer any of such Accounts Receivable to a collection agency or to any attorney for collection, and ATS shall not make any such referral or compromise, nor settle or adjust the amount of any such Accounts Receivable, except with the approval of Meridian. ATS shall not incur any liability to Meridian for any uncollected account unless ATS Buyer shall have engaged in willful misconduct or gross negligence in the performance of its obligations set forth in this Section. During and after the Collection Period, without specific agreement with ATS to the contrary, neither Meridian nor its agents shall make any direct solicitation of the Accounts Receivable for collection purposes, except for Accounts Receivable retained by Meridian after the Collection Period. The provisions of this Section shall not apply to those certain Accounts Receivable set forth in Section 2.4 of the Meridian Disclosure Schedule or to any other Accounts Receivable which Meridian, in its sole business judgment, determines will require extraordinary collection efforts or referrals to a collection agency or attorney for collection (collectively, the "Retained Accounts Receivable"), provided the Retained Accounts Receivable are set forth in a written notice delivered to ATS by Meridian on or prior to the Closing Date. As to all Retained Accounts Receivable, Meridian shall retain the sole and exclusive right to collect same the Accounts Receivable. So long as Meridian the Accounts Receivable are in Buyer's possession, neither Seller nor its sole discretion agents shall make any solicitation for collection purposes nor institute litigation for the collection of any amounts due thereunder, except for such Accounts Receivable which Buyer has consented to Seller's collection thereof prior to the expiration of the Buyer Collection Period. All payments received by Buyer during the Buyer Collection Period from any person obligated with respect to any of the Accounts Receivable shall be for Buyer's account. Any payment made by an account debtor to Buyer with respect to such an Account Receivable shall be applied to such Account Receivable before it is applied to any outstanding account receivable from such account debtor arising from sales made by the Buyer after the Closing Date. The payment by an account debtor shall be applied to such Account Receivable in inverse order of aging, commencing with the oldest invoice. Buyer shall use commercially reasonable efforts to collect Accounts Receivable during the Buyer Collection Period. All of the right, title and interest in and to the Accounts Receivable which are aged for more than thirty (30) days as of the Closing Date and that are not collected during the Buyer Collection Period shall be assigned to Seller at the end of the Buyer Collection Period at fair value, after which Buyer shall have no further right or obligation with respect to the Accounts Receivable and hereby agrees to promptly remit to the Seller any payment on such uncollected accounts which it may determinethereafter receive; provided, however, that nothing -------- ------- contained in this Section 1.12 shall be construed to grant Seller any right with respect to any accounts receivable accrued in connection with Buyer's operation of the Business on or after the Closing Date. Following the Buyer Collection Period, Buyer shall make available to Seller, upon the reasonable request of Seller, copies of all of its records relating to any uncollected Accounts Receivable assigned to Seller and agrees that Seller may commence legal proceedings or take such other action as it considers appropriate to collect any such uncollected Account Receivable. Notwithstanding anything provided in this Section 1.12 to the contrary, Seller shall not be required to repurchase any such uncollected Account Receivable if the reason for nonpayment by such account debtor is any right of setoff or other claim arising out of any act or omission of the Buyer after the Closing.

Accounts Receivable. At Unless otherwise prohibited by law, to assure that Practice receives the closing, Meridian shall appoint ATS entire amount of professional fees for its ------------------- agent services and to assist Practice in maintaining reasonable cash flow for the purpose payment of collecting all Accounts Receivable relating Office Expense, Practice hereby agrees to sell, and Business Manager hereby agrees to purchase, with respect to any month during the Term and with recourse to Practice for the amount of the purchase, accounts receivable of Practice net of Adjustments (the "Purchased Receivables") (i) in an amount equal to the Meridian Business. Meridian shall deliver to ATS on or as soon as practicable after difference, if any, between (A) the Closing Date a complete and detailed statement showing the name, amount and age of each Accounts Receivable sum of the Meridian Business. Subject Monthly Office Expense and the Monthly Practice Expense paid by Business Manager for such month and (B) the amount of cash collections deposited into the Depository Account during such month and used to pay all or any portion of the Office Expenses and limited the Monthly Practice Expense pursuant to this Management Services Agreement, by transferring such amount into the followingDepository Account, revenues relating and (ii) in an amount equal to the Accounts Receivable relating difference, if any, between the Management Fee and the amount of cash collections deposited into the Depository Account during such month and used to pay all or any portion of the Management Fee, in satisfaction of Practice's obligation to pay Business Manager the Management Fee pursuant to this Management Services Agreement. The consideration paid to Business Manager for the purchase shall be an amount equal to the Meridian Principal Services Revenue and Non- Ophthalmic Business will be for the account of Meridian. ATS shall use its reasonable business efforts to collect the Accounts Receivable Revenue with respect to the Meridian Business for a period Purchased Receivables, computed in accordance with GAAP on an accrual basis (net of ninety (90) days after the Closing Date (the "Collection Period"Adjustments). Any Although it is the intention of the parties that Business Manager purchase and thereby become the owner of the Purchased Receivables of Practice, in the event such purchase shall be ineffective for any reason, to secure the payment received by ATS during and performance of Practice's obligations hereunder, Practice is hereby concurrently and irrevocably granting, giving, assigning and pledging to Business Manager a security interest in all of Practice's accounts receivable. This Management Services Agreement shall constitute a security agreement with respect to Practice's assets and accounts receivable and may be filed under the Collection Period from Uniform Commercial Code in each state in which Practice does business. Practice shall cooperate with Business Manager and shall execute all agreements or documents, including any customer Security Agreements and financing statements, in connection with an account which is an Accounts Receivable the granting of such security interest to Business Manager, or at Business Manager's option, its lenders, that such persons deem necessary or appropriate. All collections with respect to the Meridian Purchased Receivables by Business Manager shall first be applied received by Business Manager as the agent of Practice and shall be endorsed to Business Manager and deposited in reduction a bank account at a bank designated by Business Manager. To the extent Practice comes into possession of any payments in respect of the Accounts ReceivablePurchased Receivables, unless Practice shall direct such payments to Business Manager for deposit in bank accounts designated by Business Manager. Without limiting the customer contests foregoing, to ensure that a reasonable cash flow is maintained for the payment of Office Expenses hereunder, Practice shall not, except as expressly contemplated herein, sell, assign, transfer, pledge, mortgage or in writing the validity of such application. During the Collection Period, ATS shall furnish Meridian with a list of, and pay over to Meridianany way encumber, the amounts collected with respect to accounts receivable of Practice without the Accounts Receivable with respect to the Meridian express written consent of Business on a bi-weekly basis and forward to Meridian, promptly upon receipt or delivery, as the case may be, copies of all correspondence relating to Accounts Receivable. ATS shall provide Meridian with a final accounting on or before the fifteenth (15th) day following the end of the Collection Period. Upon the request of either party at and after such time, the parties shall meet to mutually and in good faith analyze any uncollected Accounts Receivable to determine if the same, in their reasonable business judgment, are deemed to be collectable and if ATS desires to retain such Accounts Receivable. As to each such Accounts Receivable, the parties shall negotiate a good faith value of such Accounts Receivable, which ATS shall pay to Meridian if ATS, in its sole discretion, chooses to retain such Accounts Receivable. Meridian shall retain the right to collect any of its Accounts Receivable as to which the parties are unable to reach agreement as to a good faith value, and ATS agrees to turn over to Meridian any payments received against any such Accounts Receivable. ATS shall not be obligated to use any extraordinary efforts to collect any of the Accounts Receivable assigned to it for collection hereunder or to refer any of such Accounts Receivable to a collection agency or to any attorney for collection, and ATS shall not make any such referral or compromise, nor settle or adjust the amount of any such Accounts Receivable, except with the approval of Meridian. ATS shall not incur any liability to Meridian for any uncollected account unless ATS shall have engaged in willful misconduct or gross negligence in the performance of its obligations set forth in this Section. During and after the Collection Period, without specific agreement with ATS to the contrary, neither Meridian nor its agents shall make any direct solicitation of the Accounts Receivable for collection purposes, except for Accounts Receivable retained by Meridian after the Collection Period. The provisions of this Section shall not apply to those certain Accounts Receivable set forth in Section 2.4 of the Meridian Disclosure Schedule or to any other Accounts Receivable which Meridian, in its sole business judgment, determines will require extraordinary collection efforts or referrals to a collection agency or attorney for collection (collectively, the "Retained Accounts Receivable"), provided the Retained Accounts Receivable are set forth in a written notice delivered to ATS by Meridian on or prior to the Closing Date. As to all Retained Accounts Receivable, Meridian shall retain the sole and exclusive right to collect same as Meridian in its sole discretion may determineManager.

Accounts Receivable. At All cash accounts receivable for broadcasts on the closing, Meridian Stations which occur prior to the Commencement Date (the "Accounts Receivable") shall appoint ATS its ------------------- agent for the purpose of collecting belong to Licensee and all Accounts Receivable relating for Programming which occurs thereafter shall belong to Time Broker. Within ten business (10) days following the Meridian Business. Meridian Commencement Date, Licensee shall deliver to ATS on or as soon as practicable after the Closing Date Time Broker a complete and detailed statement showing the name, amount and age schedule of each Cash Accounts Receivable for the Stations as of the Meridian BusinessCommencement Date, by accounts and the amounts then owing (the "Schedule of Accounts Receivable"). Subject Time Broker agrees to and limited by the following, revenues relating to the Accounts Receivable relating to the Meridian Business will be for the account of Meridian. ATS shall use its reasonable business efforts (with at least the care and diligence that Time Broker uses to collect its own accounts receivable) to collect for Licensee its Accounts Receivable as shown on the Schedule of Accounts Receivable delivered by Licensee for a period of one hundred fifty (150) days following the Commencement Date; provided, that Time Broker's obligation to collect the Accounts Receivable with respect shall survive the Closing Date (as defined in the Purchase Agreement) to the Meridian Business extent necessary for Time Broker to collect the Accounts Receivable for a period of ninety one hundred fifty (90150) days after following the Closing Date (Commencement Date. All payments received by Time Broker from any customer whose name appears in the "Collection Period")Schedule of Accounts Receivable shall be first applied to the oldest balance then due on the Accounts Receivable unless the account debtor indicates in writing that payment is to be applied otherwise due to a dispute over an Account Receivable. Any Time Broker shall keep accurate records of the payment received by ATS during the Collection Period from any customer with an account which is an it on such Accounts Receivable with respect and Licensee shall have access at reasonable times to the Meridian Business shall first be applied in reduction Time Broker's records to verify such status of the Accounts Receivable. On the fifth day following the last day of each month during such one hundred fifty (150) day period (or, unless if any such day is a Saturday, Sunday or holiday, on the customer contests in writing the validity of such application. During the Collection Periodnext day on which banking transactions are resumed), ATS Time Broker shall furnish Meridian with a list of, and pay over remit to Meridian, the amounts collected Licensee collections received by Time Broker with respect to the Accounts Receivable with respect to the Meridian Business on a bi-weekly basis and forward to Meridian, promptly upon receipt or delivery, as the case may be, copies of all correspondence relating to Accounts Receivable. ATS shall provide Meridian with a final accounting on or before the fifteenth Any Accounts Receivable that have not been collected within such one hundred fifty (15th150) day following the end of the Collection Period. Upon the request of either party at and after period shall be reassigned, without recourse to Time Broker, to Licensee, together with all records in connection therewith, whereupon Licensee may pursue collection thereof in such time, the parties shall meet to mutually and in good faith analyze any uncollected Accounts Receivable to determine if the same, in their reasonable business judgment, are deemed to be collectable and if ATS desires to retain such Accounts Receivable. As to each such Accounts Receivable, the parties shall negotiate a good faith value of such Accounts Receivable, which ATS shall pay to Meridian if ATSmanner as it, in its sole discretion, chooses to retain such Accounts Receivablemay determine. Meridian shall retain the right to collect any of its Accounts Receivable as to which the parties are unable to reach agreement as to a good faith value, and ATS agrees to turn over to Meridian any payments received against any such Accounts Receivable. ATS shall not be obligated to use any extraordinary efforts to collect any of the Accounts Receivable assigned to it for collection hereunder or to refer any of such Accounts Receivable to a collection agency or to any attorney for collection, and ATS Time Broker shall not make any such referral or compromise, nor settle or adjust the amount compromise of any such Accounts Receivable, except with the approval of Meridian. ATS shall not incur any liability to Meridian for any uncollected account unless ATS shall have engaged in willful misconduct or gross negligence in the performance of its obligations set forth in this Section. During and after the Collection Period, without specific agreement with ATS to the contrary, neither Meridian nor its agents shall make any direct solicitation of the Accounts Receivable for collection purposes, except for Accounts Receivable retained by Meridian after the Collection Period. The provisions of this Section shall not apply to those certain Accounts Receivable set forth in Section 2.4 of the Meridian Disclosure Schedule or to any other Accounts Receivable which Meridian, in its sole business judgment, determines will require extraordinary collection efforts or referrals to a collection agency or attorney for collection (collectively, and shall not compromise for less than full value any Account Receivable without the "Retained Accounts Receivable"), provided the Retained prior written consent of Licensee. Except to remit collected Accounts Receivable are set forth in a written notice delivered accordance herewith, Time Broker shall have no liability or obligation to ATS by Meridian on or prior Licensee with respect to the Closing Date. As collection of its accounts and shall not be obligated to all Retained Accounts Receivable, Meridian shall retain the sole and exclusive right take any action to collect same as Meridian in its sole discretion may determinesuch accounts.

Accounts Receivable. At the closing, Meridian shall appoint ATS its ------------------- agent for the purpose of collecting all Accounts Receivable relating Subject to the Meridian Business. Meridian shall deliver to ATS on or as soon as practicable after Citadel's receipt from Seller at the Closing Date of a complete and detailed statement showing list (the name, amount and age "ACCOUNTS RECEIVABLE LIST") of each Accounts Receivable accounts receivable of the Meridian Business. Subject to and limited by Station existing as of the followingClosing, revenues relating to exclusive of Trade Receivables, if any (the Accounts Receivable relating to the Meridian Business will be for the account of Meridian. ATS shall use its reasonable business efforts to collect the Accounts Receivable with respect to the Meridian Business "ACCOUNTS RECEIVABLE"), for a period of ninety (90) 120 days after commencing with the Closing Date (the "Collection PeriodCITADEL COLLECTION PERIOD"). Any payment received by ATS during , Citadel, as agent for Seller, shall collect the Collection Period from any customer with an account which is an Accounts Receivable in accordance with Citadel's normal collection processes and procedures. In no event shall Citadel be required to institute litigation or to retain third parties to institute collection procedures with respect to the Meridian Business shall first Accounts Receivable. All remittances will be applied in reduction of first to the oldest Accounts Receivable, unless the customer contests client asserts that a dispute exists with respect to a particular account or the client specifies the particular invoice to which the payment is to be applied, in writing which case the validity remittances shall be applied to the specific account and Citadel shall promptly notify Seller of such applicationany dispute. Remittances collected by Citadel on behalf of Seller shall be remitted to Seller without offset of any kind within 10 days after the end of each calendar month during the Citadel Collection Period, and within five days after termination of the Citadel Collection Period. During the Citadel Collection Period, ATS at Seller's option, Seller shall furnish Meridian with a list of, and pay over be permitted to Meridian, the amounts collected with respect to collect the Accounts Receivable with respect that remain outstanding after 60 days, or are disputed in writing by the relevant account debtor. Each remittance by Citadel to Seller shall be accompanied by a written report from Citadel setting forth the Meridian Business on a bi-weekly basis aggregate amount of the Accounts Receivable and forward to Meridianthe aggregate amount of cash collections of such Accounts Receivable during the period for which payment is made, promptly upon receipt or delivery, as the case may be, copies of all correspondence relating to Accounts Receivable. ATS shall provide Meridian along with a final accounting on or before the fifteenth (15th) day following breakdown by account debtor. At the end of the Citadel Collection Period. Upon the request of either party at , Citadel shall account for all collected Accounts Receivable and after such timeprovide Seller with all documentation related to uncollected Accounts Receivable, the parties and Citadel shall meet have no further responsibilities with respect to mutually and in good faith analyze any uncollected Accounts Receivables except to remit promptly to Seller any amounts subsequently received by Citadel. Citadel shall have no obligation with respect to any Accounts Receivable it is unable to determine if collect. After the sameend of the Citadel Collection Period, in their reasonable business judgment, are deemed to Seller shall be collectable and if ATS desires to retain such Accounts Receivable. As to each such Accounts Receivable, the parties shall negotiate a good faith value of such Accounts Receivable, which ATS shall pay to Meridian if ATS, in its sole discretion, chooses to retain such Accounts Receivable. Meridian shall retain the right entitled to collect any of its Accounts Receivable as to which the parties are unable to reach agreement as to a good faith value, and ATS agrees to turn over to Meridian any payments received against any such Accounts Receivable. ATS shall not be obligated to use any extraordinary efforts to collect any of the Accounts Receivable assigned to it for collection hereunder or to refer any of such Accounts Receivable to a collection agency or to any attorney for collection, and ATS shall not make any such referral or compromise, nor settle or adjust the amount of any such Accounts Receivable, except with the approval of Meridian. ATS shall not incur any liability to Meridian for any uncollected account unless ATS shall have engaged in willful misconduct or gross negligence in the performance of its obligations set forth in this Section. During and after the Collection Period, without specific agreement with ATS to the contrary, neither Meridian nor its agents shall make any direct solicitation of the Accounts Receivable for collection purposes, except for Accounts Receivable retained by Meridian after the Collection Period. The provisions of this Section shall not apply to those certain Accounts Receivable set forth in Section 2.4 of the Meridian Disclosure Schedule or to any other Accounts Receivable which Meridian, in its sole business judgment, determines will require extraordinary collection efforts or referrals to a collection agency or attorney for collection (collectively, the "Retained Accounts Receivable"), provided the Retained Accounts Receivable are set forth in a written notice delivered to ATS by Meridian on or prior to the Closing Date. As to all Retained Accounts Receivable, Meridian shall retain the sole and exclusive right to collect same as Meridian in its sole discretion may determinethat remain uncollected.

Accounts Receivable. At the closing, Meridian shall appoint ATS its ------------------- agent for the purpose of collecting all Accounts Receivable relating Subject to the Meridian Business. Meridian shall deliver to ATS on or as soon as practicable after Citadel's receipt from Sellers at the Closing Date of a complete and detailed statement showing list (the name, amount and age "ACCOUNTS RECEIVABLE LIST") of each Accounts Receivable accounts receivable of the Meridian Business. Subject to and limited by Station existing as of the followingClosing, revenues relating to exclusive of Trade Receivables, if any (the Accounts Receivable relating to the Meridian Business will be for the account of Meridian. ATS shall use its reasonable business efforts to collect the Accounts Receivable with respect to the Meridian Business "ACCOUNTS RECEIVABLE"), for a period of ninety (90) 120 days after commencing with the Closing Date (the "Collection PeriodCITADEL COLLECTION PERIOD"). Any payment received by ATS during , Citadel, as agent for Sellers, shall collect the Collection Period from any customer with an account which is an Accounts Receivable in accordance with Citadel's normal collection processes and procedures. In no event shall Citadel be required to institute litigation or to retain third parties to institute collection procedures with respect to the Meridian Business shall first Accounts Receivable. All remittances will be applied in reduction of first to the oldest Accounts Receivable, unless the customer contests client asserts that a dispute exists with respect to a particular account or the client specifies the particular invoice to which the payment is to be applied, in writing which case the validity remittances shall be applied to the specific account and Citadel shall promptly notify Sellers of such applicationany dispute. Remittances collected by Citadel on behalf of Sellers shall be remitted to Sellers without offset of any kind within 10 days after the end of each calendar month during the Citadel Collection Period, and within five days after termination of the Citadel Collection Period. During the Citadel Collection Period, ATS at Sellers' option, Sellers shall furnish Meridian with a list of, and pay over be permitted to Meridian, the amounts collected with respect to collect the Accounts Receivable with respect that remain outstanding after 60 days, or are disputed in writing by the relevant account debtor. Each remittance by Citadel to Sellers shall be accompanied by a written report from Citadel setting forth the Meridian Business on a bi-weekly basis aggregate amount of the Accounts Receivable and forward to Meridianthe aggregate amount of cash collections of such Accounts Receivable during the period for which payment is made, promptly upon receipt or delivery, as the case may be, copies of all correspondence relating to Accounts Receivable. ATS shall provide Meridian along with a final accounting on or before the fifteenth (15th) day following breakdown by account debtor. At the end of the Citadel Collection Period. Upon the request of either party at , Citadel shall account for all collected Accounts Receivable and after such timeprovide Sellers with all documentation related to uncollected Accounts Receivable, the parties and Citadel shall meet have no further responsibilities with respect to mutually and in good faith analyze any uncollected Accounts Receivables except to remit promptly to Sellers any amounts subsequently received by Citadel. Citadel shall have no obligation with respect to any Accounts Receivable it is unable to determine if collect. After the sameend of the Citadel Collection Period, in their reasonable business judgment, are deemed to Sellers shall be collectable and if ATS desires to retain such Accounts Receivable. As to each such Accounts Receivable, the parties shall negotiate a good faith value of such Accounts Receivable, which ATS shall pay to Meridian if ATS, in its sole discretion, chooses to retain such Accounts Receivable. Meridian shall retain the right entitled to collect any of its Accounts Receivable as to which the parties are unable to reach agreement as to a good faith value, and ATS agrees to turn over to Meridian any payments received against any such Accounts Receivable. ATS shall not be obligated to use any extraordinary efforts to collect any of the Accounts Receivable assigned to it for collection hereunder or to refer any of such Accounts Receivable to a collection agency or to any attorney for collection, and ATS shall not make any such referral or compromise, nor settle or adjust the amount of any such Accounts Receivable, except with the approval of Meridian. ATS shall not incur any liability to Meridian for any uncollected account unless ATS shall have engaged in willful misconduct or gross negligence in the performance of its obligations set forth in this Section. During and after the Collection Period, without specific agreement with ATS to the contrary, neither Meridian nor its agents shall make any direct solicitation of the Accounts Receivable for collection purposes, except for Accounts Receivable retained by Meridian after the Collection Period. The provisions of this Section shall not apply to those certain Accounts Receivable set forth in Section 2.4 of the Meridian Disclosure Schedule or to any other Accounts Receivable which Meridian, in its sole business judgment, determines will require extraordinary collection efforts or referrals to a collection agency or attorney for collection (collectively, the "Retained Accounts Receivable"), provided the Retained Accounts Receivable are set forth in a written notice delivered to ATS by Meridian on or prior to the Closing Date. As to all Retained Accounts Receivable, Meridian shall retain the sole and exclusive right to collect same as Meridian in its sole discretion may determinethat remain uncollected.

Accounts Receivable. At On the closingClosing Date, Meridian Granite shall appoint ATS its ------------------- agent for the purpose of collecting deliver a statement listing all Accounts Receivable relating to Receivable. During the Meridian Business. Meridian shall deliver to ATS on or as soon as practicable period commencing with the Closing Date and ending the 180th calendar day after the Closing Date a complete and detailed statement showing the nameDate, amount and age of each Accounts Receivable of the Meridian Business. Subject to and limited by the following, revenues relating to the Accounts Receivable relating to the Meridian Business will be for the account of Meridian. ATS Buyer shall use its commercially reasonable business collection efforts to collect the Accounts Receivable consistent with respect its practices for collection of its accounts receivable; provided, however, that Buyer shall not be obligated to institute any litigation or engage any collection agents or services, or incur any out-of-pocket expenses (outside the Meridian Business for a period ordinary course of ninety (90) days after business), in connection with the Closing Date (the "Collection Period"). Any payment received by ATS during the Collection Period from any customer with an account which is an Accounts Receivable with respect to the Meridian Business shall first be applied in reduction collection of the Accounts Receivable, unless the customer contests in writing the validity of such application. During the Collection Period, ATS Buyer shall furnish Meridian with a list of, account to Granite and pay over remit to Meridian, the Granite all amounts collected by Buyer with respect to the Accounts Receivable in accordance with respect to the Meridian Business on a bi-weekly basis and forward to Meridian, promptly upon receipt or delivery, as the case may be, copies of all correspondence relating to Accounts Receivable. ATS shall provide Meridian with a final accounting following schedule: (a) on or before the fifteenth twentieth (15th20th) day following of the first complete calendar month after the Closing Date, remit all amounts collected up to the end of the Collection Periodprevious month and the Persons from whom such amounts were collected; and (b) on or before the twentieth (20th) day of each succeeding month, remit all amounts collected during the month previous thereto and the Persons from whom such amounts were collected. Upon With each remittance, Buyer shall furnish a statement of the request amounts collected and the Persons from whom such amounts were collected. In the absence of either party at and after such timea specific remittance advice accompanying payment identifying the receivable to which a payment relates, the parties shall meet to mutually and in good faith analyze any uncollected collections from an Accounts Receivable debtor shall be allocated to determine if the same, in their reasonable business judgment, are deemed to be collectable and if ATS desires to retain such oldest outstanding Accounts Receivable. As to each such Accounts Receivable, the parties shall negotiate a good faith value Receivable of such Accounts Receivable, which ATS shall debtor before applying any of such amounts to pay any other obligation of such debtor to Meridian if ATS, in its sole discretion, chooses to retain such Accounts ReceivableBuyer. Meridian shall retain the right Buyer's obligation to collect any of its Accounts Receivable as to which the parties are unable to reach agreement as to a good faith value, and ATS agrees to turn over to Meridian any payments received against any such Accounts Receivable. ATS shall not be obligated to use any extraordinary efforts to collect any of the Accounts Receivable assigned to it for collection hereunder or to refer any shall expire as of such Accounts Receivable to a collection agency or to any attorney for collection, and ATS shall not make any such referral or compromise, nor settle or adjust midnight on the amount of any such Accounts Receivable, except with the approval of Meridian. ATS shall not incur any liability to Meridian for any uncollected account unless ATS shall have engaged in willful misconduct or gross negligence in the performance of its obligations set forth in this Section. During and after the Collection Period, without specific agreement with ATS to the contrary, neither Meridian nor its agents shall make any direct solicitation of the Accounts Receivable for collection purposes, except for Accounts Receivable retained by Meridian after the Collection Period. The provisions of this Section shall not apply to those certain Accounts Receivable set forth in Section 2.4 of the Meridian Disclosure Schedule or to any other Accounts Receivable which Meridian, in its sole business judgment, determines will require extraordinary collection efforts or referrals to a collection agency or attorney for collection (collectively, the "Retained Accounts Receivable"), provided the Retained Accounts Receivable are set forth in a written notice delivered to ATS by Meridian on or prior to 180th day following the Closing Date. As Within fifteen (15) business days thereafter, Buyer shall remit to Granite all Retained amounts collected from the Closing Date until the date thereof to the extent not previously remitted to Granite. Upon expiration of the Buyer's collection obligation under this Section 2.3, Buyer shall turn over to Granite all documents and records evidencing the Accounts Receivable, Meridian Receivable which were paid to Granite hereunder and which remain uncollected and Granite shall retain the sole and exclusive right to collect same as Meridian in assume responsibility for collection of any remaining Accounts Receivable for its sole discretion may determineown account.

Accounts Receivable. At To assure that the closing, Meridian shall appoint ATS Dental Practice Entity receives the entire amount of professional fees for its ------------------- agent dental services and to assist in maintaining reasonable cash flow for the purpose payment of collecting all Accounts Receivable relating Dental Center expenses, the Dental Practice Entity will sell to CDS, during the Meridian Business. Meridian shall deliver to ATS on or as soon as practicable after the Closing Date a complete and detailed statement showing the name, amount and age of each Accounts Receivable term of the Meridian BusinessAgreement, the Dental Practice Entity's patient and insurance accounts receivable (the "ACCOUNTS RECEIVABLE") arising before the Effective Date and thereafter during the previous month. Subject to and limited by The consideration for the following, revenues relating to purchase of the Accounts Receivable relating shall be a reduction in the S&S Fees payable to CDS in an amount equal to the Meridian Business will accumulated accounts receivable recorded by the Dental Practice Entity each month (according to GAAP without adjustment for any bad debt reserve). CDS shall be entitled to offset the S&S Fee due to CDS in accordance with Exhibit A to this Agreement against the amount payable for the account Accounts Receivable. The sale of Meridian. ATS shall use its reasonable business efforts to collect the Accounts Receivable to CDS shall be with respect full recourse to the Meridian Business for a period Dental Practice Entity. If any of such Accounts Receivable are not collected within ninety (90) days after such accounts receivable are purchased by CDS, the Closing Date (Dental Practice Entity will indemnify CDS for any such uncollectible Accounts Receivable. Although it is the "Collection Period"). Any payment received by ATS during intention of the Collection Period from any customer with an account which is an Accounts Receivable with respect to parties that CDS purchase and thereby become the Meridian Business shall first be applied in reduction owner of the Accounts ReceivableReceivable of the Dental Practice Entity, unless in the customer contests in writing the validity of event such application. During the Collection Period, ATS purchase shall furnish Meridian with a list of, and pay over to Meridianbe ineffective for any reason, the amounts collected with respect Dental Practice Entity is concurrently herewith granting to CDS a security interest in the Accounts Receivable so purchased, and the Dental Practice Entity shall cooperate with respect to CDS and execute all documents in connection with the Meridian Business on a bi-weekly basis and forward to Meridian, promptly upon receipt or delivery, as the case may be, copies pledge of all correspondence relating to Accounts Receivable. ATS shall provide Meridian with a final accounting on or before the fifteenth (15th) day following the end of the Collection Period. Upon the request of either party at and after such time, the parties shall meet to mutually and in good faith analyze any uncollected purchased Accounts Receivable to determine if the same, CDS. All collections in their reasonable business judgment, are deemed respect to be collectable and if ATS desires to retain such Accounts ReceivableReceivable purchased by CDS shall be received by CDS as the agent of the Dental Practice Entity and shall be endorsed to CDS and deposited in a bank account at a bank designated by CDS. As to each To the extent the Dental Practice Entity comes into possession of any payments in respect of such Accounts Receivable, the parties Dental Practice Entity shall negotiate a good faith value of direct such Accounts Receivablepayments to CDS for deposit in bank accounts designated by CDS; provided, which ATS however, that nothing contained herein shall pay to Meridian if ATS, in its sole discretion, chooses to retain such Accounts Receivable. Meridian shall retain be construed as the right to collect any of its Accounts Receivable as to which Dental Practice Entity relinquishing control over credit extended by the parties are unable to reach agreement as to a good faith value, and ATS agrees to turn over to Meridian any payments received against any such Accounts Receivable. ATS shall not be obligated to use any extraordinary efforts to collect any of the Accounts Receivable assigned to it for collection hereunder or to refer any of such Accounts Receivable to a collection agency or to any attorney for collection, and ATS shall not make any such referral or compromise, nor settle or adjust the amount of any such Accounts Receivable, except with the approval of Meridian. ATS shall not incur any liability to Meridian for any uncollected account unless ATS shall have engaged in willful misconduct or gross negligence in the performance of its obligations set forth in this Section. During and after the Collection Period, without specific agreement with ATS to the contrary, neither Meridian nor its agents shall make any direct solicitation of the Accounts Receivable for collection purposes, except for Accounts Receivable retained by Meridian after the Collection Period. The provisions of this Section shall not apply to those certain Accounts Receivable set forth in Section 2.4 of the Meridian Disclosure Schedule or to any other Accounts Receivable which Meridian, in its sole business judgment, determines will require extraordinary collection efforts or referrals to a collection agency or attorney for collection (collectively, the "Retained Accounts Receivable"), provided the Retained Accounts Receivable are set forth in a written notice delivered to ATS by Meridian on or prior to the Closing Date. As to all Retained Accounts Receivable, Meridian shall retain the sole and exclusive right to collect same as Meridian in its sole discretion may determineDental Practice Entity.

Accounts Receivable. At the closing, Meridian Purchaser shall appoint ATS its ------------------- agent assume responsibility for the purpose billing and collection of collecting all Accounts Receivable relating to the Meridian Business. Meridian shall deliver to ATS payments on or as soon as practicable account of services rendered by Purchaser at each Facility on and after the Closing Date a complete for such Facility. Seller shall retain all rights in and detailed statement showing title to all pre-closing accounts receivable except to the name, amount and age of each Accounts Receivable extent any portion relates in part to dates after such Closing Date. Seller agrees that it will not evict any current residents at any of the Meridian Business. Subject to Facilities between the Effective Date and limited by the following, revenues relating to the Accounts Receivable relating to the Meridian Business will be for the account of Meridian. ATS shall use its reasonable business efforts to collect the Accounts Receivable with respect to the Meridian Business for a period of ninety (90) days after the Closing Date (the "Collection Period"). Any payment received by ATS during the Collection Period from any customer with an account which is an Accounts Receivable with respect to the Meridian Business shall first be applied in reduction of the Accounts Receivable, unless the customer contests in writing the validity of for such application. During the Collection Period, ATS shall furnish Meridian with a list of, and pay over to Meridian, the amounts collected with respect to the Accounts Receivable with respect to the Meridian Business on a bi-weekly basis and forward to Meridian, promptly upon receipt or delivery, as the case may be, copies of all correspondence relating to Accounts Receivable. ATS shall provide Meridian with a final accounting on or before the fifteenth (15th) day following the end of the Collection Period. Upon the request of either party at and after such time, the parties shall meet to mutually and in good faith analyze any uncollected Accounts Receivable to determine if the same, in their reasonable business judgment, are deemed to be collectable and if ATS desires to retain such Accounts Receivable. As to each such Accounts Receivable, the parties shall negotiate a good faith value of such Accounts ReceivableFacilities without Purchaser's prior written consent, which ATS shall pay to Meridian if ATS, in its sole discretion, chooses to retain such Accounts Receivable. Meridian shall retain the right to collect any of its Accounts Receivable as to which the parties are unable to reach agreement as to a good faith value, and ATS agrees to turn over to Meridian any payments received against any such Accounts Receivable. ATS consent shall not be obligated to use any extraordinary efforts to collect any unreasonably withheld. Seller's pre-Closing accounts receivable shall include all amounts due Seller, whether billed or unbilled, as of the Accounts Receivable assigned to it Closing Date, for collection hereunder all services and ancillary services or to refer any of such Accounts Receivable to a collection agency or products provided to any attorney for collection, and ATS shall not make any such referral current or compromise, nor settle or adjust the amount of any such Accounts Receivable, except with the approval of Meridian. ATS shall not incur any liability to Meridian for any uncollected account unless ATS shall have engaged in willful misconduct or gross negligence in the performance of its obligations set forth in this Section. During and after the Collection Period, without specific agreement with ATS to the contrary, neither Meridian nor its agents shall make any direct solicitation of the Accounts Receivable for collection purposes, except for Accounts Receivable retained former residents by Meridian after the Collection Period. The provisions of this Section shall not apply to those certain Accounts Receivable set forth in Section 2.4 of the Meridian Disclosure Schedule or to any other Accounts Receivable which Meridian, in its sole business judgment, determines will require extraordinary collection efforts or referrals to a collection agency or attorney for collection (collectively, the "Retained Accounts Receivable"), provided the Retained Accounts Receivable are set forth in a written notice delivered to ATS by Meridian on or Seller prior to the Closing Date. As For payments received by Purchaser on the account of private-pay patients, Medicaid Recipient Resource patient amounts, Medicare co-pays and managed care co-pays, where the applicable remittance advice does not specify the dates of services for which payment is made, such payments shall be processed, to all Retained Accounts Receivablethe extent permitted by applicable law, Meridian first to Purchaser for the current or next preceding month and any arrearages shall retain be credited to Seller. All payments received by Purchaser from private pay patients which specify a date of service before Closing or that are otherwise applied against Seller's pre-Closing accounts receivable for such patients, shall be remitted to the sole applicable Seller as payment against the applicable Seller's remaining pre-Closing receivables due from those same patients within fifteen (15) business days of its receipt thereof and exclusive right any remaining amounts shall be retained by Purchaser. In addition, Purchaser shall remit to collect same as Meridian Seller within five (5) business days of its receipt thereof any third-party payor payments (Social Security, Medicaid, etc.) received by Purchaser that apply to a pre-Closing account of the resident/patient for whom the payment is made in accordance with the dates of service indicated on the remittance, together with a copy of the remittance advice. In addition, Purchaser shall remit to the Seller within five (5) business days of its sole discretion may determinereceipt thereof any repayment or reimbursement received by Purchaser arising out of cost reports filed for the cost reporting period ending prior to the Closing Date. Seller agrees it shall remit to Purchaser within five (5) business days of Seller's receipt thereof any payment received by Seller that pertains to the period from and after the Closing Date. Each party agrees that they will provide each other with any information reasonably required to enable either party to complete its billing to residents, patients and in private pay or Governmental Programs.

Accounts Receivable. At The accounts receivable shown on the closingCompany Balance Sheet arose in the ordinary course of business, Meridian shall appoint ATS consistent with past practice, represented bona fide claims against debtors for sales and other charges, and have been collected or are collectible in the book amounts thereof, less an amount not in excess of the allowance for doubtful accounts provided for in the Company Balance Sheet. Allowances for doubtful accounts and warranty returns have been prepared in accordance with GAAP consistently applied and in accordance with the Company's and its ------------------- agent Subsidiaries' past practice and are sufficient to provide for any losses which may be sustained on realization of the purpose receivables. The accounts receivable of collecting all Accounts Receivable relating to the Meridian Business. Meridian shall deliver to ATS on or as soon as practicable Company and its Subsidiaries arising after the Balance Sheet Date and before the Closing Date a complete arose or shall arise in the ordinary course of business, consistent with past practice, represented or shall represent bona fide claims against debtors for sales and detailed statement showing other charges, and have been collected or are collectible in the namebook amounts thereof, amount less allowances for doubtful accounts and age of each Accounts Receivable warranty returns determined in accordance with GAAP consistently applied and the Company's and the Subsidiaries' past practice which are or shall be sufficient to provide for any losses which may be sustained on realization of the Meridian Businessreceivables. Subject None of the accounts receivable of the Company and its Subsidiaries is subject to any claim of offset, recoupment, setoff or counter-claim, and limited the Company has no knowledge of any specific facts or circumstances (whether asserted or unasserted) that could give rise to any such claim. No material amount of accounts receivable is contingent upon the performance by the followingCompany or any Subsidiary of any obligation or Contract other than normal warranty repair and replacement. No Person has any lien on any of such accounts receivable, revenues relating to the Accounts Receivable relating to the Meridian Business will be and no agreement for the account of Meridian. ATS shall use its reasonable business efforts to collect the Accounts Receivable deduction or discount has been made with respect to the Meridian Business for a period of ninety (90) days after the Closing Date (the "Collection Period"). Any payment received by ATS during the Collection Period from any customer with an account which is an Accounts Receivable with respect to the Meridian Business shall first be applied in reduction of the Accounts Receivable, unless the customer contests in writing the validity of such application. During the Collection Period, ATS shall furnish Meridian with a list of, and pay over to Meridian, the amounts collected with respect to the Accounts Receivable with respect to the Meridian Business on a bi-weekly basis and forward to Meridian, promptly upon receipt or delivery, as the case may be, copies of all correspondence relating to Accounts Receivable. ATS shall provide Meridian with a final accounting on or before the fifteenth (15th) day following the end of the Collection Period. Upon the request of either party at and after such time, the parties shall meet to mutually and in good faith analyze any uncollected Accounts Receivable to determine if the same, in their reasonable business judgment, are deemed to be collectable and if ATS desires to retain such Accounts Receivable. As to each such Accounts Receivable, the parties shall negotiate a good faith value of such Accounts Receivable, which ATS shall pay to Meridian if ATS, in its sole discretion, chooses to retain such Accounts Receivable. Meridian shall retain the right to collect any of its Accounts Receivable as to which the parties are unable to reach agreement as to a good faith value, and ATS agrees to turn over to Meridian any payments received against any such Accounts Receivable. ATS shall not be obligated to use any extraordinary efforts to collect any of the Accounts Receivable assigned to it for collection hereunder or to refer any of such Accounts Receivable to a collection agency or to any attorney for collectionaccounts receivable. Schedule 2.21 of the Company Disclosure Letter sets forth an aging of the Company's and its Subsidiaries' accounts receivable in the aggregate and by customer, and ATS shall not make any such referral or compromiseindicates the amounts of allowances for doubtful accounts and warranty returns, nor settle or adjust as of the amount of any such Accounts Receivable, except with the approval of Meridian. ATS shall not incur any liability to Meridian for any uncollected account unless ATS shall have engaged in willful misconduct or gross negligence in the performance of its obligations date set forth in this Sectiontherein. During and after the Collection Period, without specific agreement with ATS to the contrary, neither Meridian nor its agents shall make any direct solicitation Schedule 2.21 of the Accounts Receivable for collection purposesCompany Disclosure Letter sets forth such amounts of accounts receivable of the Company and its Subsidiaries which are subject to asserted warranty claims by customers and reasonably detailed information regarding asserted warranty claims made within the last year, except for Accounts Receivable retained by Meridian after including the Collection Period. The provisions type and amounts of this Section shall not apply to those certain Accounts Receivable such claims, as of the date set forth in Section 2.4 of the Meridian Disclosure Schedule or to any other Accounts Receivable which Meridian, in its sole business judgment, determines will require extraordinary collection efforts or referrals to a collection agency or attorney for collection (collectively, the "Retained Accounts Receivable"), provided the Retained Accounts Receivable are set forth in a written notice delivered to ATS by Meridian on or prior to the Closing Date. As to all Retained Accounts Receivable, Meridian shall retain the sole and exclusive right to collect same as Meridian in its sole discretion may determinetherein.

Accounts Receivable. At the closingNo later than two Business Days prior to Closing, Meridian shall appoint ATS its ------------------- agent for the purpose of collecting all Accounts Receivable relating to the Meridian Business. Meridian Newpark shall deliver to ATS on or as soon as practicable after Schedule 5.19, which shall set forth a complete and correct list of all accounts receivable included in the calculation of the Estimated Net Working Capital (the “Closing Date Receivables”). The list of the Closing Date a complete and detailed statement showing Receivables may be revised in connection with the name, amount and age of each Accounts Receivable determination of the Meridian BusinessFinal Net Working Capital. Subject Buyer shall cause the Transferred Entities to and limited by the following, revenues relating to the Accounts Receivable relating to the Meridian Business will be for the account of Meridian. ATS shall use its commercially reasonable business efforts to collect the Accounts Receivable with respect to the Meridian Business Closing Date Receivables for a period of ninety not less than one hundred twenty (90120) days after the Closing Date (Date. If collections by the "Collection Period"). Any payment received by ATS during the Collection Period from any customer with an account which is an Accounts Receivable Transferred Entities with respect to the Meridian Business shall first be applied in reduction Closing Date Receivables during the one hundred twenty (120) day period following the Closing Date are less than the amount of the Accounts Receivable, unless Closing Date Receivables (such deficit being referred to as the customer contests in writing the validity of such application. During the Collection Period, ATS shall furnish Meridian with a list of, and pay over to Meridian“Uncollected Receivables Amount”), the amounts collected with respect to the Accounts Receivable with respect to the Meridian Business on a bi-weekly basis and forward to Meridian, promptly upon receipt or delivery, as the case may be, copies of all correspondence relating to Accounts Receivable. ATS shall provide Meridian with a final accounting on or before the fifteenth (15th) day following the end of the Collection Period. Upon the request of either party at and after such time, the parties shall meet to mutually and in good faith analyze any uncollected Accounts Receivable to determine if the same, in their reasonable business judgment, are deemed to be collectable and if ATS desires to retain such Accounts Receivable. As to each such Accounts Receivable, the parties shall negotiate a good faith value of such Accounts Receivable, which ATS Newpark Entities shall pay to Meridian if ATSBuyer an amount equal to the Uncollected Receivables Amount within ten (10) days of written demand by Buyer. Buyer’s right to recover the Uncollected Receivables Amount from the Newpark Entities shall not be subject to the provisions of ARTICLE VIII or the Cap, in its sole discretionBasket or any other limitations of liability set forth therein. Any such payment shall be deemed an adjustment to the Purchase Price. Subject to the final sentence of this Section 5.19, chooses upon receiving payment for the Uncollected Receivables Amount, Buyer shall cause the Transferred Entities to retain assign such Accounts uncollected Closing Date Receivables to the Newpark Entities. If Buyer or any Transferred Entity thereafter receives payment on any such uncollected Closing Date Receivables for which Buyer has previously received payment pursuant to this Section 5.19, Buyer shall promptly pay to the Newpark Entities the amount received by Buyer or any Transferred Entity for such uncollected Closing Date Receivable. Meridian Upon assignment of any such uncollected Closing Date Receivables to the Newpark Entities, the Newpark Entities shall retain have the right to collect any of its Accounts Receivable as to which the parties are unable to reach agreement as to a good faith value, and ATS agrees to turn over to Meridian any payments received against any such Accounts Receivable. ATS shall not be obligated to use any extraordinary efforts to collect any of the Accounts Receivable assigned to it for seek collection hereunder or to refer any of such Accounts Receivable to a collection agency or to any attorney for collection, and ATS shall not make any such referral or compromise, nor settle or adjust the amount of any such Accounts Receivable, except with Closing Date Receivables. Notwithstanding anything to the approval of Meridian. ATS shall not incur any liability to Meridian for any uncollected account unless ATS shall have engaged in willful misconduct or gross negligence in the performance of its obligations set forth contrary in this Section. During and after the Collection PeriodSection 5.19, without specific agreement with ATS if Buyer does not wish to assign to the contrary, neither Meridian nor its agents shall make Newpark Entities any direct solicitation (or all) of the Accounts Receivable for collection purposesuncollected Closing Date Receivables, except for Accounts Receivable retained by Meridian after the Collection Period. The provisions of this Section shall it may elect to not apply to those certain Accounts Receivable set forth in Section 2.4 of the Meridian Disclosure Schedule or to any other Accounts Receivable which Meridiando so, in its sole business judgment, determines which case the Newpark Entities will require extraordinary collection efforts or referrals not be required to a collection agency or attorney pay Buyer for collection such (collectively, the "Retained Accounts Receivable"), provided the Retained Accounts Receivable but only such) uncollected Closing Date Receivables that are set forth in a written notice delivered to ATS by Meridian on or prior to the Closing Date. As to all Retained Accounts Receivable, Meridian shall retain the sole and exclusive right to collect same as Meridian in its sole discretion may determinenot assigned.

Accounts Receivable. At Unless otherwise prohibited by law, to assure ------------------- that Practice receives the closing, Meridian shall appoint ATS entire amount of professional fees for its ------------------- agent services and to assist Practice in maintaining reasonable cash flow for the purpose payment of collecting all Accounts Receivable relating Office Expense, Practice hereby agrees to sell, and Business Manager hereby agrees to purchase, with respect to any month during the Term and with recourse to Practice for the amount of the purchase, accounts receivable of Practice net of Adjustments (the "Purchased Receivables") (i) in an amount equal to the Meridian Business. Meridian shall deliver to ATS on or as soon as practicable after difference, if any, between (A) the Closing Date a complete and detailed statement showing the name, amount and age of each Accounts Receivable sum of the Meridian Business. Subject Monthly Office Expense and the Monthly Practice Expense paid by Business Manager for such month and (B) the amount of cash collections deposited into the Depository Account during such month and used to pay all or any portion of the Office Expenses and limited the Monthly Practice Expense pursuant to this Management Services Agreement, by transferring such amount into the followingDepository Account, revenues relating and (ii) in an amount equal to the Accounts Receivable relating difference, if any, between the Management Fee and the amount of cash collections deposited into the Depository Account during such month and used to pay all or any portion of the Management Fee, in satisfaction of Practice's obligation to pay Business Manager the Management Fee pursuant to this Management Services Agreement. The consideration paid to Business Manager for the purchase shall be an amount equal to the Meridian Principal Services Revenue and Non-Ophthalmic Business will be for the account of Meridian. ATS shall use its reasonable business efforts to collect the Accounts Receivable Revenue with respect to the Meridian Business for a period Purchased Receivables, computed in accordance with GAAP on an accrual basis (net of ninety (90) days after the Closing Date (the "Collection Period"Adjustments). Any Although it is the intention of the parties that Business Manager purchase and thereby become the owner of the Purchased Receivables of Practice, in the event such purchase shall be ineffective for any reason, to secure the payment received by ATS during and performance of Practice's obligations hereunder, Practice is hereby concurrently and irrevocably granting, giving, assigning and pledging to Business Manager a security interest in all of Practice's accounts receivable. This Management Services Agreement shall constitute a security agreement with respect to Practice's assets and accounts receivable and may be filed under the Collection Period from Uniform Commercial Code in each state in which Practice does business. Practice shall cooperate with Business Manager and shall execute all agreements or documents, including any customer Security Agreements and financing statements, in connection with an account which is an Accounts Receivable the granting of such security interest to Business Manager, or at Business Manager's option, its lenders, that such persons deem necessary or appropriate. All collections with respect to the Meridian Purchased Receivables by Business Manager shall first be applied received by Business Manager as the agent of Practice and shall be endorsed to Business Manager and deposited in reduction a bank account at a bank designated by Business Manager. To the extent Practice comes into possession of any payments in respect of the Accounts ReceivablePurchased Receivables, unless Practice shall direct such payments to Business Manager for deposit in bank accounts designated by Business Manager. Without limiting the customer contests foregoing, to ensure that a reasonable cash flow is maintained for the payment of Office Expenses hereunder, Practice shall not, except as expressly contemplated herein, sell, assign, transfer, pledge, mortgage or in writing the validity of such application. During the Collection Period, ATS shall furnish Meridian with a list of, and pay over to Meridianany way encumber, the amounts collected with respect to accounts receivable of Practice without the Accounts Receivable with respect to the Meridian express written consent of Business on a bi-weekly basis and forward to Meridian, promptly upon receipt or delivery, as the case may be, copies of all correspondence relating to Accounts Receivable. ATS shall provide Meridian with a final accounting on or before the fifteenth (15th) day following the end of the Collection Period. Upon the request of either party at and after such time, the parties shall meet to mutually and in good faith analyze any uncollected Accounts Receivable to determine if the same, in their reasonable business judgment, are deemed to be collectable and if ATS desires to retain such Accounts Receivable. As to each such Accounts Receivable, the parties shall negotiate a good faith value of such Accounts Receivable, which ATS shall pay to Meridian if ATS, in its sole discretion, chooses to retain such Accounts Receivable. Meridian shall retain the right to collect any of its Accounts Receivable as to which the parties are unable to reach agreement as to a good faith value, and ATS agrees to turn over to Meridian any payments received against any such Accounts Receivable. ATS shall not be obligated to use any extraordinary efforts to collect any of the Accounts Receivable assigned to it for collection hereunder or to refer any of such Accounts Receivable to a collection agency or to any attorney for collection, and ATS shall not make any such referral or compromise, nor settle or adjust the amount of any such Accounts Receivable, except with the approval of Meridian. ATS shall not incur any liability to Meridian for any uncollected account unless ATS shall have engaged in willful misconduct or gross negligence in the performance of its obligations set forth in this Section. During and after the Collection Period, without specific agreement with ATS to the contrary, neither Meridian nor its agents shall make any direct solicitation of the Accounts Receivable for collection purposes, except for Accounts Receivable retained by Meridian after the Collection Period. The provisions of this Section shall not apply to those certain Accounts Receivable set forth in Section 2.4 of the Meridian Disclosure Schedule or to any other Accounts Receivable which Meridian, in its sole business judgment, determines will require extraordinary collection efforts or referrals to a collection agency or attorney for collection (collectively, the "Retained Accounts Receivable"), provided the Retained Accounts Receivable are set forth in a written notice delivered to ATS by Meridian on or prior to the Closing Date. As to all Retained Accounts Receivable, Meridian shall retain the sole and exclusive right to collect same as Meridian in its sole discretion may determineManager.

Accounts Receivable. At the closing, Meridian shall appoint ATS its ------------------- agent for the purpose of collecting all Accounts Receivable relating All accounts receivable arising prior to the Meridian Business. Meridian shall deliver ------------------- Closing Date in connection with the operation of the Stations, including but not limited to ATS on or as soon as practicable after accounts receivable for advertising revenues for programs and announcements performed prior to the Closing Date a complete and detailed statement showing the name, amount and age of each Accounts Receivable of the Meridian Business. Subject to and limited by the following, other broadcast revenues relating for services performed prior to the Closing Date, shall remain the property of Seller (the "Accounts Receivable relating to the Meridian Business will be for the account of MeridianReceivable") and Buyer shall not acquire any right or interest therein. ATS shall use its reasonable business efforts to collect the Accounts Receivable with respect to the Meridian Business for For a period of ninety (90) days after the six months from Closing Date (the "Collection Period"). Any payment received by ATS during , Buyer shall collect the Collection Period from any customer with an account which is an Accounts Receivable in the normal and ordinary course of Buyer's business and shall apply all such amounts collected to the debtor's oldest account receivable first, except that any such accounts collected by Buyer from persons who are also indebted to Seller may be applied to Buyer's account if so directed by the debtor if such debtor indicates there is a bona fide dispute between Seller and such account debtor with respect to such account and in which case the Meridian Business Buyer shall first be applied in reduction of notify the Accounts Receivable, unless the customer contests in writing the validity Seller of such applicationdispute and after such notification Seller shall have the right to pursue collection of such account and to avail itself of all legal remedies available to it. Buyer's obligation shall not extend to the institution of litigation, employment of counsel or a collection agency or any other extraordinary means of collection. During the Collection Period, ATS shall furnish Meridian with a list of, and pay over to Meridian, the amounts collected with respect to the Accounts Receivable with respect to the Meridian Business on a bi-weekly basis and forward to Meridian, promptly upon receipt or delivery, as the case may be, copies of all correspondence relating to Accounts Receivable. ATS shall provide Meridian with a final accounting on or before the fifteenth (15th) day following the end of the Collection Period. Upon the request of either party at and after such time, the parties shall meet to mutually and in good faith analyze any uncollected Accounts Receivable to determine if the same, in their reasonable business judgment, are deemed to be collectable and if ATS desires to retain such Accounts Receivable. As to each such Accounts Receivable, the parties shall negotiate a good faith value of such Accounts Receivable, which ATS shall pay to Meridian if ATS, in its sole discretion, chooses to retain such Accounts Receivable. Meridian shall retain the right to collect any of its Accounts Receivable as to which the parties are unable to reach agreement as to a good faith value, and ATS agrees to turn over to Meridian any payments received against any such Accounts Receivable. ATS shall not be obligated to use any extraordinary efforts to collect any of the Accounts Receivable assigned to it for collection hereunder or to refer any of such Accounts Receivable to a collection agency or to any attorney for collection, and ATS shall not make any such referral or compromise, nor settle or adjust the amount of any such Accounts Receivable, except with the approval of Meridian. ATS shall not incur any liability to Meridian for any uncollected account unless ATS shall have engaged in willful misconduct or gross negligence in the performance of its obligations set forth in this Section. During and after the Collection Period, without specific agreement with ATS to the contrary, neither Meridian Seller nor its agents shall make any direct solicitation of any such account debtor for collection purposes or institute litigation for the collection of amounts due. Any amounts relating to the Accounts Receivable for collection purposesthat are paid directly to Seller shall be retained by Seller, except for with notice to Buyer. Within twenty calendar days after the end of each month, Buyer shall make a payment to Seller equal to the amount of all collections of Accounts Receivable retained by Meridian after during the preceding month less any commissions owing and paid to salespersons or agencies for ads to which such Accounts Receivable related. At the end of the Collection Period. The provisions of this Section shall not apply to those certain , any remaining Accounts Receivable set forth in Section 2.4 of the Meridian Disclosure Schedule or shall be returned to any other Accounts Receivable which Meridian, in its sole business judgment, determines will require extraordinary collection efforts or referrals to a collection agency or attorney Seller for collection (collectively, the "Retained Accounts Receivable"), provided the Retained Accounts Receivable are set forth in a written notice delivered to ATS by Meridian on or prior to the Closing Date. As to all Retained Accounts Receivable, Meridian shall retain the sole and exclusive right to collect same as Meridian in its sole discretion may determinecollection.

Accounts Receivable. At the closing, Meridian shall appoint ATS its ------------------- agent for the purpose of collecting all Accounts Receivable relating to the Meridian Business. Meridian shall deliver to ATS on or as soon as practicable Within ten (10) days after the Closing Date Commencement Date, Licensee shall provide Time Broker with a complete list of all accounts receivable of Licensee arising from the business and detailed statement showing the name, amount and age of each Accounts Receivable operations of the Meridian BusinessStation accrued as of the Commencement Date ("Receivables"). Subject to and limited by the following, revenues relating to the Accounts Receivable relating to the Meridian Business will be for the account of Meridian. ATS shall use its reasonable business efforts Time Broker agrees to collect the Accounts Receivable with respect to the Meridian Business for Licensee all Receivables for a period of ninety (90) days after the Closing Date (Commencement Date. Licensee shall provide Time Broker with a power of attorney or other required authorization for the "Collection Period")limited purpose of allowing Time Broker to endorse and deposit checks and other instruments received in payment of such Receivables. Any All payments received by Time Broker from any customer whose name appears on the list of accounts receivable and who is also a customer of Time Broker shall be credited as payment of the account or invoice designated by such customer. In the absence of any such designation by the customer, payments shall be first credited to the oldest invoice which is not disputed by said customer. Time Broker shall keep accurate records of the payment received by ATS during the Collection Period from any customer with an account which is an Accounts Receivable with respect it on Receivables and Licensee shall have access at reasonable times to the Meridian Business shall first be applied in reduction Time Broker's records to verify such status of the Accounts Receivable, unless the customer contests in writing the validity of such applicationReceivables. During the Collection Period, ATS Time Broker shall furnish Meridian with a list of, and pay over to Meridian, the promptly deposit amounts collected with respect to the Accounts Receivable Receivables into an account designated by Licensee. Within thirty (30) days after the last business day of each calendar month, Time Broker shall remit to Licensee a written accounting of amounts previously collected by Time Broker on such Receivables and an accounts receivable aging report for those Receivables still outstanding. Any Receivables that have not been collected within such ninety (90) day period shall be returned to Licensee, together with all records in connection therewith, including, but not limited to, a final accounting of the Receivables still outstanding. Time Broker shall not have the right to compromise, settle or adjust the amounts of any such Receivables without Licensee's prior written consent. Except to remit collected Receivables in accordance herewith, Time Broker shall have no liability or obligation to Licensee with respect to the Meridian Business on a bi-weekly basis collection of Licensee's accounts and forward to Meridian, promptly upon receipt or delivery, as the case may be, copies of all correspondence relating to Accounts Receivable. ATS shall provide Meridian with a final accounting on or before the fifteenth (15th) day following the end of the Collection Period. Upon the request of either party at and after such time, the parties shall meet to mutually and in good faith analyze any uncollected Accounts Receivable to determine if the same, in their reasonable business judgment, are deemed to be collectable and if ATS desires to retain such Accounts Receivable. As to each such Accounts Receivable, the parties shall negotiate a good faith value of such Accounts Receivable, which ATS shall pay to Meridian if ATS, in its sole discretion, chooses to retain such Accounts Receivable. Meridian shall retain the right to collect any of its Accounts Receivable as to which the parties are unable to reach agreement as to a good faith value, and ATS agrees to turn over to Meridian any payments received against any such Accounts Receivable. ATS shall not be obligated to use take any extraordinary efforts action to collect any of the Accounts Receivable assigned to it for collection hereunder or to refer any of such Accounts Receivable to a collection agency or to any attorney for collection, and ATS shall not make any such referral or compromise, nor settle or adjust the amount of any such Accounts Receivable, except with the approval of Meridian. ATS shall not incur any liability to Meridian for any uncollected account unless ATS shall have engaged in willful misconduct or gross negligence in the performance of its obligations set forth in this Section. During and after the Collection Period, without specific agreement with ATS to the contrary, neither Meridian nor its agents shall make any direct solicitation of the Accounts Receivable for collection purposes, except for Accounts Receivable retained by Meridian after the Collection Period. The provisions of this Section shall not apply to those certain Accounts Receivable set forth in Section 2.4 of the Meridian Disclosure Schedule or to any other Accounts Receivable which Meridian, in its sole business judgment, determines will require extraordinary collection efforts or referrals to a collection agency or attorney for collection (collectively, the "Retained Accounts Receivable"), provided the Retained Accounts Receivable are set forth in a written notice delivered to ATS by Meridian on or prior to the Closing Date. As to all Retained Accounts Receivable, Meridian shall retain the sole and exclusive right to collect same as Meridian in its sole discretion may determineaccounts.

Accounts Receivable. At Upon the closingearlier to occur of Closing or the ------------------- commencement of the effectiveness of the Xxxxxxxxx Xxxxxxx XXX, Meridian the Evergreen Parties shall appoint ATS its ------------------- PBI their agent for the purpose of collecting all Evergreen Accounts Receivable relating to the Meridian BusinessReceivable. Meridian Evergreen shall deliver to ATS EZ on or as soon as practicable after the Closing Cut-off Date (but, in any event, within ten (10) days following the Cut-off Date) a complete and detailed statement showing the name, amount and age of each Accounts Receivable of the Meridian BusinessEvergreen Account Receivable. Subject to and limited by the following, revenues relating to the Evergreen Accounts Receivable relating to the Meridian Business will be for the account of MeridianEvergreen. ATS EZ shall use its reasonable business best efforts to collect the Evergreen Accounts Receivable with respect to the Meridian Business for a period of ninety (90) days after the Closing Cut-off Date (the "Collection Period"). Any payment received by ATS EZ during the Collection Period from any customer with an account which is an Accounts Evergreen Account Receivable with respect to the Meridian Business shall first be applied in reduction of the Accounts such Evergreen Account Receivable, unless the customer contests indicates otherwise in writing the validity of such applicationwriting. During the Collection Period, ATS EZ shall furnish Meridian Evergreen with a list of, and pay over to Meridianthe other, the amounts collected with respect to the Evergreen Accounts Receivable with respect to the Meridian Business on a bi-weekly basis and forward to Meridian, promptly upon receipt or delivery, as the case may be, copies of all correspondence relating to Accounts Receivablebasis. ATS EZ shall provide Meridian Evergreen with a final accounting on or before the fifteenth (15th) day following the end of the Collection Period. Upon the request of either party at and after such time, the parties shall meet to mutually and in good faith analyze any uncollected Evergreen Accounts Receivable to determine if the same, in their reasonable business judgment, are deemed to be collectable and if ATS EZ desires to retain such Evergreen Accounts ReceivableReceivable in the interest of maintaining an advertising relationship. As to each such Evergreen Accounts Receivable, the parties shall negotiate a good faith value of such Evergreen Accounts Receivable, which ATS EZ shall pay to Meridian Evergreen if ATSEZ, in its sole discretion, chooses to retain such Evergreen Accounts Receivable. Meridian Evergreen shall retain the right to collect any of its the Evergreen Accounts Receivable as to which the parties are unable to reach agreement as to a good faith value, and ATS EZ agrees to turn over to Meridian Evergreen any payments received against any such Evergreen Accounts Receivable. ATS EZ shall not be obligated to use any extraordinary efforts to collect any of the Evergreen Accounts Receivable assigned to it for collection hereunder or to refer any of such Evergreen Accounts Receivable to a collection agency or to any attorney for collection, and ATS EZ shall not make any such referral or compromise, nor settle or adjust the amount of any such Evergreen Accounts Receivable, except with the approval of MeridianEvergreen. ATS EZ shall not incur any liability to Meridian Evergreen for any uncollected account unless ATS EZ shall have engaged in willful misconduct or gross negligence in the performance of its obligations set forth in this Section. During and after the Collection Period, without specific agreement with ATS EZ to the contrary, neither Meridian Evergreen nor its agents shall make any direct solicitation of the Evergreen Accounts Receivable for collection purposes, except for Evergreen Accounts Receivable retained by Meridian Evergreen after the Collection Period. The provisions of this Section shall not apply to those certain Accounts Receivable set forth in Section 2.4 of the Meridian Disclosure Schedule or to any other Accounts Receivable which Meridian, in its sole business judgment, determines will require extraordinary collection efforts or referrals to a collection agency or attorney for collection (collectively, the "Retained Accounts Receivable"), provided the Retained Accounts Receivable are set forth in a written notice delivered to ATS by Meridian on or prior to the Closing Date. As to all Retained Accounts Receivable, Meridian shall retain the sole and exclusive right to collect same as Meridian in its sole discretion may determine.

Accounts Receivable. At Unless otherwise prohibited by law, to assure that Practice receives the closing, Meridian shall appoint ATS entire amount of professional fees for its ------------------- agent services and to assist Practice in maintaining reasonable cash flow for the purpose payment of collecting all Accounts Receivable relating Office Expense, Practice hereby agrees to sell, and Business Manager hereby agrees to purchase, with respect to any month during the Term and with recourse to Practice for the amount of the purchase, accounts receivable of Practice (the "Purchased Receivables") (i) in an amount equal to the Meridian Business. Meridian shall deliver to ATS on or as soon as practicable after difference, if any, between (A) the Closing Date a complete and detailed statement showing the name, amount and age of each Accounts Receivable sum of the Meridian Business. Subject Monthly Office Expense and the Monthly Practice Expense paid or accrued by Business Manager for such month and (B) the amount of cash collections deposited into the Depository Account during such month and used to pay all or any portion of the Office Expenses and limited the Monthly Practice Expense, by transferring such amount into the followingDepository Account, revenues relating and (ii) in an amount equal to the Accounts Receivable relating difference, if any, between the Management Fee and the amount of cash collections deposited into the Depository Account during such month and used to pay all or any portion of the Management Fee, in satisfaction of Practice's obligation to pay Business Manager the Management Fee. The consideration paid to Business Manager for the purchase shall be an amount equal to the Meridian Principal Services Revenue and Non-Ophthalmic Business will be for the account of Meridian. ATS shall use its reasonable business efforts to collect the Accounts Receivable Revenue with respect to the Meridian Purchased Receivables, computed in accordance with GAAP on an accrual basis net of Adjustments. Although it is the intention of the parties that Business Manager purchase and thereby become the owner of the Purchased Receivables of Practice, in the event such purchase shall be ineffective for any reason, Practice is concurrently granting to Business Manager a period security interest in the Purchased Receivables, and Practice shall cooperate with Business Manager and shall execute all documents in connection with the pledge of ninety (90) days after the Closing Date (the "Collection Period")Purchased Receivables to Business Manager. Any payment received by ATS during the Collection Period from any customer with an account which is an Accounts Receivable with All collections in respect to the Meridian Purchased Receivables by Business Manager shall first be applied received by Business Manager as the agent of Practice and shall be endorsed to Business Manager and deposited in reduction a bank account at a bank designated by Business Manager. To the extent Practice comes into possession of any payments in respect of the Accounts ReceivablePurchased Receivables, unless the customer contests Practice shall direct such payments to Business Manager for deposit in writing the validity of such application. During the Collection Period, ATS shall furnish Meridian with a list of, and pay over to Meridian, the amounts collected with respect to the Accounts Receivable with respect to the Meridian bank accounts designated by Business on a bi-weekly basis and forward to Meridian, promptly upon receipt or delivery, as the case may be, copies of all correspondence relating to Accounts Receivable. ATS shall provide Meridian with a final accounting on or before the fifteenth (15th) day following the end of the Collection Period. Upon the request of either party at and after such time, the parties shall meet to mutually and in good faith analyze any uncollected Accounts Receivable to determine if the same, in their reasonable business judgment, are deemed to be collectable and if ATS desires to retain such Accounts Receivable. As to each such Accounts Receivable, the parties shall negotiate a good faith value of such Accounts Receivable, which ATS shall pay to Meridian if ATS, in its sole discretion, chooses to retain such Accounts Receivable. Meridian shall retain the right to collect any of its Accounts Receivable as to which the parties are unable to reach agreement as to a good faith value, and ATS agrees to turn over to Meridian any payments received against any such Accounts Receivable. ATS shall not be obligated to use any extraordinary efforts to collect any of the Accounts Receivable assigned to it for collection hereunder or to refer any of such Accounts Receivable to a collection agency or to any attorney for collection, and ATS shall not make any such referral or compromise, nor settle or adjust the amount of any such Accounts Receivable, except with the approval of Meridian. ATS shall not incur any liability to Meridian for any uncollected account unless ATS shall have engaged in willful misconduct or gross negligence in the performance of its obligations set forth in this Section. During and after the Collection Period, without specific agreement with ATS to the contrary, neither Meridian nor its agents shall make any direct solicitation of the Accounts Receivable for collection purposes, except for Accounts Receivable retained by Meridian after the Collection Period. The provisions of this Section shall not apply to those certain Accounts Receivable set forth in Section 2.4 of the Meridian Disclosure Schedule or to any other Accounts Receivable which Meridian, in its sole business judgment, determines will require extraordinary collection efforts or referrals to a collection agency or attorney for collection (collectively, the "Retained Accounts Receivable"), provided the Retained Accounts Receivable are set forth in a written notice delivered to ATS by Meridian on or prior to the Closing Date. As to all Retained Accounts Receivable, Meridian shall retain the sole and exclusive right to collect same as Meridian in its sole discretion may determineManager.

Accounts Receivable. At All cash accounts receivable for broadcasts on the closing, Meridian shall appoint ATS its ------------------- agent for the purpose of collecting all Accounts Receivable relating Stations which occur prior to the Meridian BusinessCommencement Date (the "Accounts Receivable") shall belong to Licensee and for broadcasts which occur thereafter shall belong to Time Broker. Meridian Within ten (10) days following the Commencement Date, Licensee shall deliver to ATS on or as soon as practicable after the Closing Date Time Broker a complete and detailed statement showing the name, amount and age schedule of each Cash Accounts Receivable for the Stations as of the Meridian BusinessCommencement Date (the "Schedule of Accounts Receivable"). Subject Time Broker agrees to and limited by the following, revenues relating to the collect for Licensee its Accounts Receivable relating to as shown on the Meridian Business will be for the account Schedule of Meridian. ATS shall use its reasonable business efforts to collect the Accounts Receivable with respect to the Meridian Business delivered by Licensee for a period of ninety one hundred fifty (90150) days after following the Closing Date (Commencement Date. Licensee will provide Time Broker a power of attorney or other required authorization for the "Collection Period")limited purpose of allowing Time Broker to endorse and deposit checks and other instruments received in payment of such Accounts Receivable. Any All payments received by Time Broker from any customer whose name appears in the Schedule of Accounts Receivable and who is also a customer of Time Broker shall be credited as payment of the account or invoice designated by such customer. In the absence of any such designation by the customer, payments shall be first credited to the oldest invoice which is not disputed by said customer. Time Broker shall keep accurate records of the payment received by ATS during the Collection Period from any customer with an account which is an it on such Accounts Receivable with respect and Licensee shall have access at reasonable times to the Meridian Business shall first be applied in reduction Time Broker's records to verify such status of the Accounts Receivable, unless the customer contests in writing the validity of such application. During the Collection Period, ATS Time Broker shall furnish Meridian with a list of, and pay over remit to Meridian, the amounts collected with respect to the Accounts Receivable with respect to the Meridian Business Licensee on a bi-weekly basis and forward to Meridianbasis, promptly upon receipt or deliveryone week in arrears, as the case may be, copies of all correspondence relating to Accounts Receivable. ATS shall provide Meridian with a final accounting amounts previously collected by Time Broker on or before the fifteenth (15th) day following the end of the Collection Period. Upon the request of either party at and after such time, the parties shall meet to mutually and in good faith analyze any uncollected Accounts Receivable to determine if the same, in their reasonable business judgment, are deemed to be collectable and if ATS desires to retain such Accounts Receivable. As to each such Accounts Receivable, along with a written accounting of same, including without limitation, to the parties extent Licensee's traffic and billing system can produce same, a detailed open Accounts Receivable report reflecting payments remitted therewith. Any Accounts Receivable that have not been collected within such one hundred fifty (150) day period shall negotiate be returned to Licensee, together with all records in connection therewith, including without limitation, to the extent Licensee's traffic and billing system can produce same, a good faith value of detailed open Accounts Receivable report reflecting payments remitted therewith, whereupon Licensee may pursue collection thereof in such Accounts Receivable, which ATS shall pay to Meridian if ATSmanner as it, in its sole discretion, chooses to retain such Accounts Receivable. Meridian shall retain the right to collect any of its Accounts Receivable as to which the parties are unable to reach agreement as to a good faith value, and ATS agrees to turn over to Meridian any payments received against any such Accounts Receivable. ATS shall not be obligated to use any extraordinary efforts to collect any of the Accounts Receivable assigned to it for collection hereunder or to refer any of such Accounts Receivable to a collection agency or to any attorney for collection, and ATS shall not make any such referral or compromise, nor settle or adjust the amount of any such Accounts Receivable, except with the approval of Meridian. ATS shall not incur any liability to Meridian for any uncollected account unless ATS shall have engaged in willful misconduct or gross negligence in the performance of its obligations set forth in this Section. During and after the Collection Period, without specific agreement with ATS to the contrary, neither Meridian nor its agents shall make any direct solicitation of the Accounts Receivable for collection purposes, except for Accounts Receivable retained by Meridian after the Collection Period. The provisions of this Section shall not apply to those certain Accounts Receivable set forth in Section 2.4 of the Meridian Disclosure Schedule or to any other Accounts Receivable which Meridian, in its sole business judgment, determines will require extraordinary collection efforts or referrals to a collection agency or attorney for collection (collectively, the "Retained Accounts Receivable"), provided the Retained Accounts Receivable are set forth in a written notice delivered to ATS by Meridian on or prior to the Closing Date. As to all Retained Accounts Receivable, Meridian shall retain the sole and exclusive right to collect same as Meridian in its sole discretion may determine.. Time Broker shall

Accounts Receivable. At The accounts receivable reflected on the closing, Meridian shall appoint ATS its ------------------- agent for Estimated Closing Date Working Capital statement are set forth on Section 5.13 of the purpose Disclosure Schedules. The accounts receivable of collecting all the Company at the Effective Time (the “Accounts Receivable relating to Receivable”) will be finally determined as part of the Meridian BusinessStatement of Closing Date Working Capital. Meridian shall deliver to ATS on or as soon as practicable For a period of 120 days after the Closing Date a complete and detailed statement showing the nameDate, amount and age of each Accounts Receivable of the Meridian Business. Subject to and limited by the following, revenues relating to the Accounts Receivable relating to the Meridian Business Buyer will be for the account of Meridian. ATS shall use its commercially reasonable business efforts to collect the Accounts Receivable. Such efforts shall not require Buyer to employ commercial collection agencies or file suit. Unless otherwise explicitly directed by a customer, all Accounts Receivable with respect payments received by Buyer during the 120-day period shall be applied to the Meridian Business for a period of ninety (90appropriate customer’s oldest invoice(s) first. Within 15 days after expiration of the 120-day period following the Closing Date Date, Buyer shall provide to Seller a list of Accounts Receivable for which Buyer has not received a full payment (the "Collection Period"“Uncollected Accounts Receivable”). Any payment received by ATS during the Collection Period from any customer with an account which is an Accounts Receivable with respect to the Meridian Business shall first be applied in reduction Within 15 days of receipt of the list of Uncollected Accounts Receivable, unless the customer contests in writing the validity of such application. During the Collection Period, ATS shall furnish Meridian with a list of, and pay over to Meridian, the amounts collected with respect to the Accounts Receivable with respect to the Meridian Business on a bi-weekly basis and forward to Meridian, promptly upon receipt or delivery, as the case may be, copies of all correspondence relating to Accounts Receivable. ATS shall provide Meridian with a final accounting on or before the fifteenth (15th) day following the end of the Collection Period. Upon the request of either party at and after such time, the parties shall meet to mutually and in good faith analyze any uncollected Accounts Receivable to determine if the same, in their reasonable business judgment, are deemed to be collectable and if ATS desires to retain such Accounts Receivable. As to each such Accounts Receivable, the parties shall negotiate a good faith value of such Accounts Receivable, which ATS Seller shall pay to Meridian Buyer, by wire transfer of immediately available funds, the amount, if ATSany, in its sole discretion, chooses to retain such Accounts Receivable. Meridian shall retain by which the right to collect any of its Uncollected Accounts Receivable as exceed the reserve for doubtful or uncollectible accounts in the calculation of Closing Date Working Capital. If Seller fails to which make such payment within such 15-day period, Buyer shall be entitled to withdraw the parties are unable to reach agreement as to a good faith valueamount of the Uncollected Accounts Receivable from the Escrow Account, and ATS subsequently, Seller shall be required to deposit funds into the Escrow Account equal to such amount. Seller agrees to turn over promptly forward to Meridian Buyer any payments and all payment for any Accounts Receivable received against any by Seller during such Accounts Receivable120-day period following the Closing Date. ATS shall not be obligated to use any extraordinary efforts to After the conclusion of the 120-day period, should Buyer or the Company collect any of the Accounts Receivable assigned to it for collection hereunder or to refer any of such Accounts Receivable to a collection agency or to any attorney for collection, and ATS shall not make any such referral or compromise, nor settle or adjust the amount of any such Uncollected Accounts Receivable, except with the approval of Meridian. ATS Buyer shall not incur remit any liability such Uncollected Accounts Receivables to Meridian for any uncollected account unless ATS shall have engaged in willful misconduct or gross negligence in the performance of its obligations set forth in this Section. During and after the Collection Period, without specific agreement with ATS to the contrary, neither Meridian nor its agents shall make any direct solicitation of the Accounts Receivable for collection purposes, except for Accounts Receivable retained by Meridian after the Collection Period. The provisions of this Section shall not apply to those certain Accounts Receivable set forth in Section 2.4 of the Meridian Disclosure Schedule or to any other Accounts Receivable which Meridian, in its sole business judgment, determines will require extraordinary collection efforts or referrals to a collection agency or attorney for collection (collectively, the "Retained Accounts Receivable"), provided the Retained Accounts Receivable are set forth in a written notice delivered to ATS by Meridian on or prior to the Closing Date. As to all Retained Accounts Receivable, Meridian shall retain the sole and exclusive right to collect same as Meridian in its sole discretion may determineSeller.

Accounts Receivable. At Unless otherwise prohibited by law, to assure that Practice receives the closing, Meridian shall appoint ATS entire amount of professional fees for its ------------------- agent services and to assist Practice in maintaining reasonable cash flow for the purpose payment of collecting all Accounts Receivable relating Office Expense, Practice hereby agrees to sell, and Business Manager hereby agrees to purchase, with respect to any month during the Term and with recourse to Practice for the amount of the purchase, accounts receivable of Practice (the "Purchased Receivables") (i) in an amount equal to the Meridian Business. Meridian shall deliver to ATS on or as soon as practicable after difference, if any, between (A) the Closing Date a complete and detailed statement showing the name, amount and age of each Accounts Receivable sum of the Meridian Business. Subject Monthly Office Expense and the Monthly Practice Expense paid or accrued by Business Manager for such month and (B) the amount of cash collections deposited into the Depository Account during such month and used to pay all or any portion of the Office Expenses and limited the Monthly Practice Expense, by transferring such amount into the followingDepository Account, revenues relating and (ii) in an amount equal to the Accounts Receivable relating difference, if any, between the Management Fee and the amount of cash collections deposited into the Depository Account during such month and used to pay all or any portion of the Management Fee, in satisfaction of Practice's obligation to pay Business Manager the Management Fee. The consideration paid to Business Manager for the purchase shall be an amount equal to the Meridian Principal Services Revenue and Dispensary Business will be for the account of Meridian. ATS shall use its reasonable business efforts to collect the Accounts Receivable Revenue with respect to the Meridian Purchased Receivables, computed in accordance with GAAP on an accrual basis net of Adjustments. Although it is the intention of the parties that Business Manager purchase and thereby become the owner of the Purchased Receivables of Practice, in the event such purchase shall be ineffective for any reason, Practice is concurrently granting to Business Manager a period security interest in the Purchased Receivables, and Practice shall cooperate with Business Manager and shall execute all documents in connection with the pledge of ninety (90) days after the Closing Date (the "Collection Period")Purchased Receivables to Business Manager. Any payment received by ATS during the Collection Period from any customer with an account which is an Accounts Receivable with All collections in respect to the Meridian Purchased Receivables by Business Manager shall first be applied received by Business Manager as the agent of Practice and shall be endorsed to Business Manager and deposited in reduction a bank account at a bank designated by Business Manager. To the extent Practice comes into possession of any payments in respect of the Accounts ReceivablePurchased Receivables, unless Practice shall direct such payments to Business Manager for deposit in bank accounts designated by Business Manager. Without limiting the customer contests foregoing, to ensure that a reasonable cash flow is maintained for the payment of Office Expenses hereunder, Practice shall not, except as expressly contemplated herein, sell, assign, transfer, pledge, mortgage or in writing the validity of such application. During the Collection Period, ATS shall furnish Meridian with a list of, and pay over to Meridianany way encumber, the amounts collected with respect to accounts receivable of Practice without the Accounts Receivable with respect to the Meridian express written consent of Business on a bi-weekly basis and forward to Meridian, promptly upon receipt or delivery, as the case may be, copies of all correspondence relating to Accounts Receivable. ATS shall provide Meridian with a final accounting on or before the fifteenth (15th) day following the end of the Collection Period. Upon the request of either party at and after such time, the parties shall meet to mutually and in good faith analyze any uncollected Accounts Receivable to determine if the same, in their reasonable business judgment, are deemed to be collectable and if ATS desires to retain such Accounts Receivable. As to each such Accounts Receivable, the parties shall negotiate a good faith value of such Accounts Receivable, which ATS shall pay to Meridian if ATS, in its sole discretion, chooses to retain such Accounts Receivable. Meridian shall retain the right to collect any of its Accounts Receivable as to which the parties are unable to reach agreement as to a good faith value, and ATS agrees to turn over to Meridian any payments received against any such Accounts Receivable. ATS shall not be obligated to use any extraordinary efforts to collect any of the Accounts Receivable assigned to it for collection hereunder or to refer any of such Accounts Receivable to a collection agency or to any attorney for collection, and ATS shall not make any such referral or compromise, nor settle or adjust the amount of any such Accounts Receivable, except with the approval of Meridian. ATS shall not incur any liability to Meridian for any uncollected account unless ATS shall have engaged in willful misconduct or gross negligence in the performance of its obligations set forth in this Section. During and after the Collection Period, without specific agreement with ATS to the contrary, neither Meridian nor its agents shall make any direct solicitation of the Accounts Receivable for collection purposes, except for Accounts Receivable retained by Meridian after the Collection Period. The provisions of this Section shall not apply to those certain Accounts Receivable set forth in Section 2.4 of the Meridian Disclosure Schedule or to any other Accounts Receivable which Meridian, in its sole business judgment, determines will require extraordinary collection efforts or referrals to a collection agency or attorney for collection (collectively, the "Retained Accounts Receivable"), provided the Retained Accounts Receivable are set forth in a written notice delivered to ATS by Meridian on or prior to the Closing Date. As to all Retained Accounts Receivable, Meridian shall retain the sole and exclusive right to collect same as Meridian in its sole discretion may determineManager.

Accounts Receivable. At Subject to Citadel's receipt from Sellers at the closing, Meridian shall appoint ATS its ------------------- agent for Closing of a list (the purpose of collecting all "Accounts Receivable relating to the Meridian Business. Meridian shall deliver to ATS on or as soon as practicable after the Closing Date a complete and detailed statement showing the name, amount and age List") of each Accounts Receivable accounts receivable of the Meridian Business. Subject to and limited by Stations existing as of the followingClosing, revenues relating to exclusive of Trade Receivables, if any (the "Accounts Receivable relating to the Meridian Business will be for the account of Meridian. ATS shall use its reasonable business efforts to collect the Accounts Receivable with respect to the Meridian Business Receivable"), for a period of ninety (90) 120 days after commencing with the Closing Date (the "Citadel Collection Period"). Any payment received by ATS during , Citadel, as agent for Sellers, shall collect the Collection Period from any customer with an account which is an Accounts Receivable in accordance with Citadel's normal collection processes and procedures. In no event shall Citadel be required to institute litigation or to retain third parties to institute collection procedures with respect to the Meridian Business shall first Accounts Receivable. All remittances will be applied in reduction of first to the oldest Accounts Receivable, unless the customer contests client asserts that a dispute exists with respect to a particular account or the client specifies the particular invoice to which the payment is to be applied, in writing which case the validity remittances shall be applied to the specific account and Citadel shall promptly notify Sellers of such applicationany dispute. Remittances collected by Citadel on behalf of Sellers shall be remitted to Sellers without offset of any kind within 10 days after the end of each calendar month during the Citadel Collection Period, and within five days after termination of the Citadel Collection Period. During the Citadel Collection Period, ATS at Sellers' option, Sellers shall furnish Meridian with a list of, and pay over be permitted to Meridian, the amounts collected with respect to collect the Accounts Receivable with respect that remain outstanding after 60 days, or are disputed in writing by the relevant account debtor. Each remittance by Citadel to Sellers shall be accompanied by a written report from Citadel setting forth the Meridian Business on a bi-weekly basis aggregate amount of the Accounts Receivable and forward to Meridianthe aggregate amount of cash collections of such Accounts Receivable during the period for which payment is made, promptly upon receipt or delivery, as the case may be, copies of all correspondence relating to Accounts Receivable. ATS shall provide Meridian along with a final accounting on breakdown by account debtor and details of any credits or before the fifteenth (15th) day following adjustments taken or asserted by any account debtor. At the end of the Citadel Collection Period. Upon the request of either party at , Citadel shall account for all collected Accounts Receivable and after such timeprovide Sellers with all documentation related to uncollected Accounts Receivable, the parties and Citadel shall meet have no further responsibilities with respect to mutually and in good faith analyze any uncollected Accounts Receivables except to remit promptly to Sellers any amounts subsequently received by Citadel. Citadel shall have no obligation with respect to any Accounts Receivable it is unable to determine if collect. After the sameend of the Citadel Collection Period, in their reasonable business judgment, are deemed to Sellers shall be collectable and if ATS desires to retain such Accounts Receivable. As to each such Accounts Receivable, the parties shall negotiate a good faith value of such Accounts Receivable, which ATS shall pay to Meridian if ATS, in its sole discretion, chooses to retain such Accounts Receivable. Meridian shall retain the right entitled to collect any of its Accounts Receivable as to which the parties are unable to reach agreement as to a good faith value, and ATS agrees to turn over to Meridian any payments received against any such Accounts Receivable. ATS shall not be obligated to use any extraordinary efforts to collect any of the Accounts Receivable assigned to it for collection hereunder or to refer any of such Accounts Receivable to a collection agency or to any attorney for collection, and ATS shall not make any such referral or compromise, nor settle or adjust the amount of any such Accounts Receivable, except with the approval of Meridian. ATS shall not incur any liability to Meridian for any uncollected account unless ATS shall have engaged in willful misconduct or gross negligence in the performance of its obligations set forth in this Section. During and after the Collection Period, without specific agreement with ATS to the contrary, neither Meridian nor its agents shall make any direct solicitation of the Accounts Receivable for collection purposes, except for Accounts Receivable retained by Meridian after the Collection Period. The provisions of this Section shall not apply to those certain Accounts Receivable set forth in Section 2.4 of the Meridian Disclosure Schedule or to any other Accounts Receivable which Meridian, in its sole business judgment, determines will require extraordinary collection efforts or referrals to a collection agency or attorney for collection (collectively, the "Retained Accounts Receivable"), provided the Retained Accounts Receivable are set forth in a written notice delivered to ATS by Meridian on or prior to the Closing Date. As to all Retained Accounts Receivable, Meridian shall retain the sole and exclusive right to collect same as Meridian in its sole discretion may determinethat remain uncollected.

Accounts Receivable. At the closing, Meridian shall appoint ATS its ------------------- agent for the purpose of collecting all Accounts Receivable relating to the Meridian Business. Meridian shall deliver to ATS on On or as soon as practicable after the Escrow Closing Date a complete and detailed statement showing the nameDate, amount and age of each Accounts Receivable of the Meridian Business. Subject to and limited by the following, revenues relating to the Accounts Receivable relating to the Meridian Business will be for the account of Meridian. ATS Purchaser shall use its reasonable business best efforts to collect the Accounts Receivable with respect all payments on accounts receivable arising from performance of patient services prior to the Meridian Business Escrow Closing Date at the Facility. All payments received from government agencies for a period of ninety (90) days the Facility shall be remitted to Seller if such payments are attributable to services performed on or prior to the Escrow Closing Date, and shall be retained by Purchaser if such payments are attributable to services rendered after the Escrow Closing Date. Unless otherwise noted, all payments received by Purchaser from private patients after the Escrow Closing Date (shall be applied first to any accounts receivable of such private patients owing to Purchaser for services rendered after the "Collection Period")Escrow Closing Date; and then to any accounts receivables owed to Seller arising on or prior to the Escrow Closing Date. Any Purchaser shall have no interest in accounts receivable of Seller arising from services rendered on or prior to the Escrow Closing Date. For three years after the Escrow Closing Date, Purchaser shall provide periodic reports to Seller, not less frequently than semiannually concerning payments of accounts receivable arising from performance of patient services on or prior to the Escrow Closing Date, such reports to be accompanied by payment of any amounts received by ATS during the Collection Period from any customer with Purchaser and not previously paid to Seller. For purposes of this Section, "reasonable best efforts" means that Purchaser shall send statements of accounts receivable to an account which is an Accounts Receivable with respect to the Meridian Business shall first be applied in reduction of the Accounts Receivable, unless the customer contests in writing the validity of such applicationappropriate party responsible for payment thereof. During the Collection Period, ATS shall furnish Meridian with a list of, and pay over to Meridian, the amounts collected with respect to the Accounts Receivable with respect to the Meridian Business on a bi-weekly basis and forward to Meridian, promptly upon receipt or delivery, as the case may be, copies of all correspondence relating to Accounts Receivable. ATS shall provide Meridian with a final accounting on or before the fifteenth (15th) day following the end of the Collection Period. Upon the request of either party at and after such time, the parties shall meet to mutually and in good faith analyze any uncollected Accounts Receivable to determine if the same, in their reasonable business judgment, are deemed to be collectable and if ATS desires to retain such Accounts Receivable. As to each such Accounts Receivable, the parties shall negotiate a good faith value of such Accounts Receivable, which ATS shall pay to Meridian if ATS, in its sole discretion, chooses to retain such Accounts Receivable. Meridian shall retain the right to collect any of its Accounts Receivable as to which the parties are unable to reach agreement as to a good faith value, and ATS agrees to turn over to Meridian any payments received against any such Accounts Receivable. ATS Purchaser shall not be obligated to use pursue any extraordinary efforts further collection activities or bring any action to collect any of such receivables. In the Accounts Receivable assigned event any checks are received by Purchaser for patient services provided after the Escrow Closing Date and such checks are made payable to it for collection hereunder or the order of Seller, Seller hereby grants to refer any of Purchaser the right to endorse such Accounts Receivable checks and to a collection agency or deposit such checks in Purchaser's banking accounts, subject to any attorney for collection, and ATS shall not make any such referral or compromise, nor settle or adjust the amount of any such Accounts Receivable, except with the approval of Meridian. ATS shall not incur any liability to Meridian for any uncollected account unless ATS shall have engaged in willful misconduct or gross negligence in the performance of its obligations set forth reporting requirements in this Section. During and after the Collection Period, without specific agreement with ATS to the contrary, neither Meridian nor its agents shall make any direct solicitation of the Accounts Receivable for collection purposes, except for Accounts Receivable retained by Meridian after the Collection Period. The provisions of this Section shall not apply to those certain Accounts Receivable set forth in Section 2.4 of the Meridian Disclosure Schedule or to any other Accounts Receivable which Meridian, in its sole business judgment, determines will require extraordinary collection efforts or referrals to a collection agency or attorney for collection (collectively, the "Retained Accounts Receivable"), provided the Retained Accounts Receivable are set forth in a written notice delivered to ATS by Meridian on or prior to the Closing Date. As to all Retained Accounts Receivable, Meridian shall retain the sole and exclusive right to collect same as Meridian in its sole discretion may determineSECTION 19.

Accounts Receivable. At As of the closingLMA Date, Meridian Licensee shall appoint ATS its ------------------- assign to Broker as Licensee's agent for the purpose purposes of collecting collection only all Accounts Receivable of the accounts receivable relating to the Meridian Business. Meridian shall deliver to ATS on or as soon as practicable after the Closing Date a complete and detailed statement showing the name, amount and age of each Accounts Receivable operation of the Meridian Business. Subject to and limited by the following, revenues relating Station prior to the Accounts Receivable relating LMA Date. Broker shall use such efforts as are reasonable and in the ordinary course of business to collect the accounts receivable for 90 days following the LMA Date ("Broker Collection Period"); provided, however, that Broker's obligation to use its best efforts shall not extend to the Meridian Business will be institution of litigation, employment of counsel, or any other extraordinary means of collection. So long as the accounts receivable are in Broker's possession, neither Licensee nor its agents shall make any solicitation for collection purposes nor institute litigation for the collection of any amounts due thereunder, except for such accounts receivable which Broker has consented to Licensee's collection thereof prior to the expiration of the Broker Collection Period which consent will not be unreasonably withheld. All payments received by Broker during the Broker Collection Period from any person obligated with respect to any of the accounts receivable shall be applied first to Licensee's account of Meridianand only after full satisfaction thereof to Broker's account. ATS Broker shall use not incur or cause to be incurred any collateral or outside fees, costs or charges in connection with its reasonable business efforts to collect the Accounts Receivable account receivables without first having obtained the authorization in writing of Licensee. Broker shall separately account for all amounts collected on Licensee's behalf and remit to Licensee such amounts every two weeks in arrears during the Broker Collection Period. Broker shall send to Licensee monthly in arrears during the Broker Collection Period an aging report with respect to such accounts receivable. Any of the accounts receivable that are not collected during the Broker Collection Period shall be reassigned to Licensee at the end of the Broker Collection Period, after which Broker shall have no further obligation to Licensee with respect to the Meridian Business for a period of ninety (90) days after the Closing Date (the "Collection Period")accounts receivable. Any payment received by ATS during the Collection Period from any customer with an account which is an Accounts Receivable with respect to the Meridian Business Broker shall first be applied in reduction of the Accounts Receivable, unless the customer contests in writing the validity of such application. During the Collection Period, ATS shall furnish Meridian with a list of, and pay over to Meridian, the amounts collected with respect to the Accounts Receivable with respect to the Meridian Business on a bi-weekly basis and forward to Meridian, promptly upon receipt or delivery, as the case may be, copies of all correspondence relating to Accounts Receivable. ATS shall provide Meridian with a final accounting on or before the fifteenth (15th) day following the end of the Collection Period. Upon the request of either party at and after such time, the parties shall meet to mutually and in good faith analyze any uncollected Accounts Receivable to determine if the same, in their reasonable business judgment, are deemed to be collectable and if ATS desires to retain such Accounts Receivable. As to each such Accounts Receivable, the parties shall negotiate a good faith value of such Accounts Receivable, which ATS shall pay to Meridian if ATS, in its sole discretion, chooses to retain such Accounts Receivable. Meridian shall retain not have the right to collect any of its Accounts Receivable as to which the parties are unable to reach agreement as to a good faith value, and ATS agrees to turn over to Meridian any payments received against any such Accounts Receivable. ATS shall not be obligated to use any extraordinary efforts to collect any of the Accounts Receivable assigned to it for collection hereunder or to refer any of such Accounts Receivable to a collection agency or to any attorney for collection, and ATS shall not make any such referral or compromise, nor settle or adjust the amount of any such Accounts Receivableof the accounts receivable without Licensee's prior written consent, except with or to withhold any proceeds of the approval of Meridian. ATS shall not incur any liability accounts receivable or to Meridian for retain any uncollected account unless ATS shall have engaged in willful misconduct receivable or gross negligence in the performance of its obligations set forth in this Section. During and payment on account thereof after the Collection Period, without specific agreement with ATS to the contrary, neither Meridian nor its agents shall make any direct solicitation expiration of the Accounts Receivable Broker Collection Period for collection purposes, except for Accounts Receivable retained by Meridian after the Collection Period. The provisions of this Section shall not apply to those certain Accounts Receivable set forth in Section 2.4 of the Meridian Disclosure Schedule or to any other Accounts Receivable which Meridian, in its sole business judgment, determines will require extraordinary collection efforts or referrals to a collection agency or attorney for collection (collectively, the "Retained Accounts Receivable"), provided the Retained Accounts Receivable are set forth in a written notice delivered to ATS by Meridian on or prior to the Closing Date. As to all Retained Accounts Receivable, Meridian shall retain the sole and exclusive right to collect same as Meridian in its sole discretion may determinereason whatsoever.

Accounts Receivable. At the closing, Meridian BEA shall appoint ATS its ------------------- agent for the purpose of collecting all Accounts Receivable relating to the Meridian BEA Business. Meridian BEA shall deliver to ATS on or as soon as practicable after the Closing Date a complete and detailed statement showing the name, amount and age of each Accounts Receivable of the Meridian BEA Business. Subject to and limited by the following, revenues relating to the Accounts Receivable relating to the Meridian BEA Business will be for the account of MeridianBEA. ATS shall use the same procedures and efforts which it uses with respect to its reasonable business efforts own accounts receivable to collect the Accounts Receivable with respect to the Meridian BEA Business for a period of ninety (90) days after the Closing Date (the "Collection Period"). Any payment received by ATS during the Collection Period from any customer with an account which is an Accounts Receivable with respect to the Meridian BEA Business shall first be applied in reduction of the Accounts Receivable, unless the customer contests in writing the validity of such application. If the customer contests the validity of any payment received by ATS during the Collection Period to be applied in reduction of the Accounts Receivable, then ATS shall promptly notify BEA and any payment with respect to which application is contested as aforesaid shall be placed in an escrow arrangement reasonably satisfactory to ATS and BEA until the validity of the application is determined. During the Collection Period, ATS shall furnish Meridian xxxxxxx XXX with a list of, and pay over to MeridianBEA, the amounts collected with respect to the Accounts Receivable with respect to the Meridian BEA Business on a bi-weekly monthly basis and forward to MeridianBEA, promptly upon receipt or delivery, as the case may be, copies of all correspondence relating to Accounts Receivable. ATS shall provide Meridian BEA with a final accounting on or before the fifteenth (15th) day following the end of the Collection Period. Upon the request of either party at and after such time, the parties shall meet to mutually and in good faith analyze any uncollected Accounts Receivable to determine if the same, in their reasonable business judgment, are deemed to be collectable and if ATS desires to retain such Accounts Receivable. As to each such Accounts Receivable, the parties shall negotiate a good faith value of such Accounts Receivable, which ATS shall pay to Meridian BEA if ATS, in its sole discretion, chooses to retain such Accounts Receivable. Meridian BEA shall retain the right to collect any of its Accounts Receivable as to which the parties are unable to reach agreement as to a good faith value, and ATS agrees to turn over to Meridian BEA any payments received against any such Accounts Receivable. ATS shall not be obligated to use any extraordinary efforts to collect any of the Accounts Receivable assigned to it for collection hereunder or to refer any of such Accounts Receivable to a collection agency or to any attorney for collection, and ATS shall not make any such referral or compromise, nor settle or adjust the amount of any such Accounts Receivable, except with the approval of MeridianBEA. ATS shall not incur any liability to Meridian BEA for any uncollected account unless ATS shall have engaged in willful misconduct or gross negligence in the performance of its obligations set forth in this Section. During and after the Collection Period, without specific agreement with ATS to the contrary, neither Meridian BEA nor its agents shall make any direct solicitation of the Accounts Receivable for collection purposes, except for Accounts Receivable retained by Meridian BEA after the Collection Period. The provisions of this Section shall not apply to those certain Accounts Receivable set forth in Section 2.4 of the Meridian Disclosure Schedule or to any other Accounts Receivable which Meridian, in its sole business judgment, determines will require extraordinary collection efforts or referrals to a collection agency or attorney for collection (collectively, the "Retained Accounts Receivable"), provided the Retained Accounts Receivable are set forth in a written notice delivered to ATS by Meridian on or prior to the Closing Date. As to all Retained Accounts Receivable, Meridian shall retain the sole and exclusive right to collect same as Meridian in its sole discretion may determine.

Accounts Receivable. At (a) Subject to (i) the closing, Meridian shall appoint ATS its ------------------- agent for the purpose of collecting all Accounts Receivable relating to the Meridian Business. Meridian shall deliver to ATS on or as soon as practicable after the Closing Date a complete and detailed statement showing the name, amount and age of each Accounts Receivable terms of the Meridian Business. Subject to Transaction Documents (as defined in the Second Amendment), including the grant of security interests and limited by the followingexercise of any remedies thereunder in favor of Lessor, revenues relating to the Accounts Receivable relating to the Meridian Business will be for the account of Meridian. ATS shall use its reasonable business efforts to collect the Accounts Receivable and (ii) Section 2.9 below with respect to the Meridian Business for a proration of revenues and expenses from operating the Facility, the Emeritus Entities shall retain all unpaid accounts receivable, including, but not limited to, any arising on or prior to the Closing Date and any accounts receivable arising from rate adjustments which relate to the period of ninety (90) days on or prior to the Closing Date even if such adjustments occur after the Closing Date, as of 11:59:59 p.m. on the Closing Date (the "Collection Period"). Any payment received by ATS during the Collection Period from any customer with an account which is an Accounts Receivable with respect to the Meridian Business shall first be applied in reduction of the Accounts ReceivableFacility, unless the customer contests in writing the validity of such application. During the Collection Period, ATS shall furnish Meridian with a list of, and pay over to Meridian, the amounts collected with respect but only to the Accounts Receivable with respect extent that such accounts receivable relate to the Meridian Business on a bi-weekly basis and forward to Meridian, promptly upon receipt or delivery, as the case may be, copies of all correspondence relating to Accounts Receivable. ATS shall provide Meridian with a final accounting on or before the fifteenth (15th) day following the end of the Collection Period. Upon the request of either party at and after such time, the parties shall meet to mutually and in good faith analyze any uncollected Accounts Receivable to determine if the same, in their reasonable business judgment, are deemed to be collectable and if ATS desires to retain such Accounts Receivable. As to each such Accounts Receivable, the parties shall negotiate a good faith value of such Accounts Receivable, which ATS shall pay to Meridian if ATS, in its sole discretion, chooses to retain such Accounts Receivable. Meridian shall retain the right to collect any of its Accounts Receivable as to which the parties are unable to reach agreement as to a good faith value, and ATS agrees to turn over to Meridian any payments received against any such Accounts Receivable. ATS shall not be obligated to use any extraordinary efforts to collect any of the Accounts Receivable assigned to it for collection hereunder or to refer any of such Accounts Receivable to a collection agency or to any attorney for collection, and ATS shall not make any such referral or compromise, nor settle or adjust the amount of any such Accounts Receivable, except with the approval of Meridian. ATS shall not incur any liability to Meridian for any uncollected account unless ATS shall have engaged in willful misconduct or gross negligence in the performance of its obligations set forth in this Section. During and after the Collection Period, without specific agreement with ATS to the contrary, neither Meridian nor its agents shall make any direct solicitation of the Accounts Receivable for collection purposes, except for Accounts Receivable retained by Meridian after the Collection Period. The provisions of this Section shall not apply to those certain Accounts Receivable set forth in Section 2.4 of the Meridian Disclosure Schedule or to any other Accounts Receivable which Meridian, in its sole business judgment, determines will require extraordinary collection efforts or referrals to a collection agency or attorney for collection (collectively, the "Retained Accounts Receivable"), provided the Retained Accounts Receivable are set forth in a written notice delivered to ATS by Meridian services rendered on or prior to the Closing Date, and shall provide New Operator with copies of Manager's records with respect thereto upon request. As The Emeritus Entities shall, during the period prior to all Retained Accounts Receivablethe Closing Date, Meridian use and continue to use commercially reasonable efforts to collect accounts receivables relating to periods prior to the Closing Date from the responsible party therefor. All accounts receivable that relate to services rendered after the Closing Date shall retain be the sole property of New Operator free and exclusive clear of any liens or any security interests granted by the Emeritus Entities. (b) If at any time after the Closing Date, New Operator shall receive any payment, which payment represents payment for, or reimbursement with respect to, payments or underpayments made to the Emeritus Entities for services rendered on or prior to the Closing Date, then New Operator shall remit such payments to the Emeritus Entities. If at any time before or after the Closing Date, the Emeritus Entities shall receive any payment, which payment represents payment for, or reimbursement with respect to, payments or underpayments made to New Operator for services to be rendered after the Closing Date, then the Emeritus Entities shall remit such payments to New Operator. All non-designated payments received during the first thirty (30) days after the Closing Date will first be applied to any pre-Closing Date accounts receivable of the Emeritus Entities due from such payee and not older than sixty (60) days since the date of invoice, with the excess, if any, applied to the extent of any balances due for services rendered by New Operator after the Closing Date. All non-designated payments thereafter shall be retained by New Operator; provided, however, that if New Operator has been paid all amounts due from a resident during the period that New Operator operates the Facility and that resident is no longer a resident of the Facility, any non-designated payments shall be remitted to the Emeritus Entities if the Emeritus Entities document that they have a balance due from that resident. (c) To the extent either party receives any proceeds from the accounts receivable of the other party, both parties acknowledge that the party receiving the payment belonging to the other party shall hold the payment in trust, that neither party shall have any right to collect offset with respect to such accounts receivable, and that the party erroneously receiving the payment shall have no right, title or interest whatsoever in the payment and shall remit the same as Meridian in its sole discretion may determine.to the other within ten (10) days of receipt. 2.8

Accounts Receivable. At All cash accounts receivable for broadcasts on the closing, Meridian Stations which occur prior to the Commencement Date (the "Accounts Receivable") shall appoint ATS its ------------------- agent for the purpose of collecting belong to Licensee and all Accounts Receivable relating for Programming which occurs thereafter shall belong to Time Broker. Within ten business (10) days following the Meridian Business. Meridian Commencement Date, Licensee shall deliver to ATS on or as soon as practicable after the Closing Date Time Broker a complete and detailed statement showing the name, amount and age schedule of each Cash Accounts Receivable for the Stations as of the Meridian BusinessCommencement Date, by 10 15 accounts and the amounts then owing (the "Schedule of Accounts Receivable"). Subject Time Broker agrees to and limited by the following, revenues relating to the Accounts Receivable relating to the Meridian Business will be for the account of Meridian. ATS shall use its reasonable business efforts (with at least the care and diligence that Time Broker uses to collect its own accounts receivable) to collect for Licensee its Accounts Receivable as shown on the Schedule of Accounts Receivable delivered by Licensee for a period of one hundred fifty (150) days following the Commencement Date; provided, that Time Broker's obligation to collect the Accounts Receivable with respect shall survive the Closing Date (as defined in the Purchase Agreement) to the Meridian Business extent necessary for Time Broker to collect the Accounts Receivable for a period of ninety one hundred fifty (90150) days after following the Closing Date (Commencement Date. All payments received by Time Broker from any customer whose name appears in the "Collection Period")Schedule of Accounts Receivable shall be first applied to the oldest balance then due on the Accounts Receivable unless the account debtor indicates in writing that payment is to be applied otherwise due to a dispute over an Account Receivable. Any Time Broker shall keep accurate records of the payment received by ATS during the Collection Period from any customer with an account which is an it on such Accounts Receivable with respect and Licensee shall have access at reasonable times to the Meridian Business shall first be applied in reduction Time Broker's records to verify such status of the Accounts Receivable. On the fifth day following the last day of each month during such one hundred fifty (150) day period (or, unless if any such day is a Saturday, Sunday or holiday, on the customer contests in writing the validity of such application. During the Collection Periodnext day on which banking transactions are resumed), ATS Time Broker shall furnish Meridian with a list of, and pay over remit to Meridian, the amounts collected Licensee collections received by Time Broker with respect to the Accounts Receivable with respect to the Meridian Business on a bi-weekly basis and forward to Meridian, promptly upon receipt or delivery, as the case may be, copies of all correspondence relating to Accounts Receivable. ATS shall provide Meridian with a final accounting on or before the fifteenth Any Accounts Receivable that have not been collected within such one hundred fifty (15th150) day following the end of the Collection Period. Upon the request of either party at and after period shall be reassigned, without recourse to Time Broker, to Licensee, together with all records in connection therewith, whereupon Licensee may pursue collection thereof in such time, the parties shall meet to mutually and in good faith analyze any uncollected Accounts Receivable to determine if the same, in their reasonable business judgment, are deemed to be collectable and if ATS desires to retain such Accounts Receivable. As to each such Accounts Receivable, the parties shall negotiate a good faith value of such Accounts Receivable, which ATS shall pay to Meridian if ATSmanner as it, in its sole discretion, chooses to retain such Accounts Receivablemay determine. Meridian shall retain the right to collect any of its Accounts Receivable as to which the parties are unable to reach agreement as to a good faith value, and ATS agrees to turn over to Meridian any payments received against any such Accounts Receivable. ATS shall not be obligated to use any extraordinary efforts to collect any of the Accounts Receivable assigned to it for collection hereunder or to refer any of such Accounts Receivable to a collection agency or to any attorney for collection, and ATS Time Broker shall not make any such referral or compromise, nor settle or adjust the amount compromise of any such Accounts Receivable, except with the approval of Meridian. ATS shall not incur any liability to Meridian for any uncollected account unless ATS shall have engaged in willful misconduct or gross negligence in the performance of its obligations set forth in this Section. During and after the Collection Period, without specific agreement with ATS to the contrary, neither Meridian nor its agents shall make any direct solicitation of the Accounts Receivable for collection purposes, except for Accounts Receivable retained by Meridian after the Collection Period. The provisions of this Section shall not apply to those certain Accounts Receivable set forth in Section 2.4 of the Meridian Disclosure Schedule or to any other Accounts Receivable which Meridian, in its sole business judgment, determines will require extraordinary collection efforts or referrals to a collection agency or attorney for collection (collectively, and shall not compromise for less than full value any Account Receivable without the "Retained Accounts Receivable"), provided the Retained prior written consent of Licensee. Except to remit collected Accounts Receivable are set forth in a written notice delivered accordance herewith, Time Broker shall have no liability or obligation to ATS by Meridian on or prior Licensee with respect to the Closing Date. As collection of its accounts and shall not be obligated to all Retained Accounts Receivable, Meridian shall retain the sole and exclusive right take any action to collect same as Meridian in its sole discretion may determinesuch accounts.

Accounts Receivable. At the closing, Meridian Purchaser shall appoint ATS cause New Roche and each Subsidiary ------------------- to use its ------------------- agent for the purpose of collecting reasonable efforts to collect all Accounts Receivable relating to reflected on the Meridian BusinessClosing Balance Sheet. Meridian Contemporaneously with the delivery of the Closing Balance Sheet, Vendors shall deliver to ATS Purchaser a list of all such Accounts Receivable reflected on or as soon as practicable after the Closing Date a complete Balance Sheet, and detailed statement showing details related thereto including reserves reflected on the name, amount and age Closing Balance Sheet. Any amounts collected by New Roche or any Subsidiary from any debtor of each such Accounts Receivable shall be imputed firstly to the oldest Accounts Receivable from such debtor; provided that if a payment of the Meridian Business. Subject to and limited by the following, revenues relating to any of the Accounts Receivable relating is contested, in whole or in part, by the debtor thereof, then any amounts collected by New Roche or the Subsidiary from such debtor shall be imputed to the Meridian Business will be for the account of Meridiannext oldest uncontested Account Receivable from such debtor. ATS Purchaser shall use its reasonable business efforts have no obligation to cause New Roche or any Subsidiary to institute suit to collect the Accounts Receivable with respect to the Meridian Business for a period of ninety (90) days after the Closing Date (the "Collection Period"). Any payment received by ATS during the Collection Period from any customer with an account which is an Accounts Receivable with respect to the Meridian Business shall first be applied in reduction of the Accounts Receivable, unless the customer contests in writing the validity of such application. During the Collection Period, ATS shall furnish Meridian with a list of, and pay over to Meridian, the amounts collected with respect to the Accounts Receivable with respect to the Meridian Business on a bi-weekly basis and forward to Meridian, promptly upon receipt or delivery, as the case may be, copies of all correspondence relating to Accounts Receivable. ATS shall provide Meridian with a final accounting on or before the fifteenth (15th) day following the end of the Collection Period. Upon the request of either party at and after such time, the parties shall meet to mutually and in good faith analyze any uncollected Accounts Receivable to determine if the same, in their reasonable business judgment, are deemed to be collectable and if ATS desires to retain such Accounts Receivable. As to each such Accounts Receivable, the parties shall negotiate a good faith value of such Accounts Receivable, which ATS shall pay to Meridian if ATS, in its sole discretion, chooses to retain such Accounts Receivable. Meridian shall retain the right to collect any of its Accounts Receivable as to which the parties are unable to reach agreement as to a good faith value, and ATS agrees to turn over to Meridian any payments received against any such Accounts Receivable. ATS Purchaser shall not be obligated to use any extraordinary its reasonable efforts to collect ensure that New Roche and the Subsidiaries do not compromise any of the Accounts Receivable assigned without Vendors' consent. Purchaser and Vendors may agree to compromise Accounts Receivable if each of Xx. Xxxxxxx X. DeLuca and Xx. Xxxxxx Xxxxx, or their respective successors, agree that it for collection hereunder is in the best interests of New Roche or any Subsidiary to refer do so and agree on to how such compromise will require amendments to the application of this Section or any other provision of this Agreement. If any Accounts Receivable remain uncollected on (i) the date the First EBIT Payment, if any, is required to be made and such Accounts Receivable are required to a collection agency be written-off under GAAP on or before such date or, in any case, (ii) the date the Second EBIT Payment, if any, is required to any attorney for collectionbe made (the "Uncollected Receivables"), and ATS shall not make any such referral or compromise, nor settle or adjust then the amount of any such Accounts ReceivableUncollected Receivables, except with the approval of Meridian. ATS shall not incur any liability to Meridian for any uncollected account unless ATS shall have engaged in willful misconduct or gross negligence in the performance of its obligations set forth in this Section. During and after the Collection Period, without specific agreement with ATS to the contrary, neither Meridian nor its agents shall make any direct solicitation of the Accounts Receivable for collection purposes, except for Accounts Receivable retained by Meridian after the Collection Period. The provisions of this Section shall not apply to those certain Accounts Receivable set forth in Section 2.4 of the Meridian Disclosure Schedule or to any other Accounts Receivable which Meridian, in its sole business judgment, determines will require extraordinary collection efforts or referrals to a collection agency or attorney for collection (collectively, the "Retained Accounts Receivable"), provided the Retained Accounts Receivable are set forth in a written notice delivered to ATS by Meridian on or prior to the Closing Date. As to all Retained Accounts Receivable, Meridian shall retain the sole and exclusive right to collect same as Meridian in its sole discretion may determine.less

Accounts Receivable. At the closing, Meridian shall appoint ATS its ------------------- agent for the purpose of collecting Buyer acknowledges that all Accounts Receivable relating accounts receivable arising prior to the Meridian Business. Meridian shall deliver to ATS on or as soon as practicable after the Closing Date a complete and detailed statement showing in connection with the name, amount and age of each Accounts Receivable operation of the Meridian Business. Subject Station, including but not limited to accounts receivable for advertising revenues for programs and limited by the following, revenues relating announcements performed prior to the Accounts Receivable relating Closing Date and other broadcast revenues for services performed prior to the Meridian Business will be for Closing Date, shall remain the account property of MeridianSeller (the "Seller Accounts Receivable") and that Buyer shall not acquire any beneficial right or interest therein or responsibility therefor. ATS shall use its reasonable business efforts to collect the Accounts Receivable with respect to the Meridian Business for For a period of ninety (90) days after from the Closing Date (the "Collection Period"). Any payment received by ATS during , Buyer agrees to use commercially reasonable efforts to assist Seller in collection of the Collection Period from any customer with an account which is an Seller Accounts Receivable in the normal and ordinary course of Buyer's business and will apply all such amounts collected to the debtor's oldest account receivable first, except that any such accounts collected by Buyer from persons who are also indebted to Buyer may be applied to Buyer's account if so directed by the debtor if there is a bona fide dispute between Seller and such account debtor with respect to such account and in which case the Meridian Business Buyer shall first be applied in reduction of notify the Accounts Receivable, unless the customer contests in writing the validity Seller of such applicationdispute and after such notification Seller shall have the right to pursue collection of such account and to avail itself of all legal remedies available to it. Buyer's obligation and authority shall not extend to the institution of litigation, employment of counsel or a collection agency or any other extraordinary means of collection. During the Collection Period, ATS shall furnish Meridian with a list of, and pay over to Meridian, the amounts collected with respect to the Accounts Receivable with respect to the Meridian Business on a bi-weekly basis and forward to Meridian, promptly upon receipt or delivery, as the case may be, copies of all correspondence relating to Accounts Receivable. ATS shall provide Meridian with a final accounting on or before the fifteenth (15th) day following the end of the Collection Period. Upon the request of either party at and after such time, the parties shall meet to mutually and in good faith analyze any uncollected Accounts Receivable to determine if the same, in their reasonable business judgment, are deemed to be collectable and if ATS desires to retain such Accounts Receivable. As to each such Accounts Receivable, the parties shall negotiate a good faith value of such Accounts Receivable, which ATS shall pay to Meridian if ATS, in its sole discretion, chooses to retain such Accounts Receivable. Meridian shall retain the right to collect any of its Accounts Receivable as to which the parties are unable to reach agreement as to a good faith value, and ATS agrees to turn over to Meridian any payments received against any such Accounts Receivable. ATS shall not be obligated to use any extraordinary efforts to collect any of the Accounts Receivable assigned to it for collection hereunder or to refer any of such Accounts Receivable to a collection agency or to any attorney for collection, and ATS shall not make any such referral or compromiseneither Seller, nor settle or adjust the amount of any such Accounts Receivableits agents, except with the approval of Meridian. ATS shall not incur any liability to Meridian for any uncollected account unless ATS shall have engaged in willful misconduct or gross negligence in the performance of its obligations set forth in this Section. During and after the Collection Period, without specific agreement with ATS to the contrary, neither Meridian nor its agents shall make any direct solicitation of the Accounts Receivable any account debtor for collection purposes, except purposes or institute litigation for Accounts Receivable retained by Meridian after the collection of amounts due. After the Collection Period, Buyer agrees to reasonably cooperate with Seller, at Seller's expense, as to any litigation or other collection efforts instituted by Seller to collect any delinquent Seller Accounts Receivable. The provisions of this Section shall not apply Any amounts relating to those certain the Seller Accounts Receivable set forth in Section 2.4 that are paid directly to the Seller shall be retained by the Seller (less any commissions and/or other expenses due thereon, which Seller agrees to timely pay), but Seller shall provide Buyer with prompt notice of any such payment. Every thirty (30) days during the Collection Period, Buyer shall make a payment to Seller equal to the amount of all collections of Seller Accounts Receivable during such thirty (30) day period less any commissions and/or other expenses due thereon (which Buyer is hereby directed to pay on Seller's behalf). Within fifteen (15) days after the end of the Meridian Disclosure Schedule or to 90-day collection period, any other remaining Seller Accounts Receivable which Meridian, in its sole business judgment, determines will require extraordinary collection efforts or referrals shall be returned to a collection agency or attorney Seller for collection (collectively, the "Retained Accounts Receivable"), provided the Retained Accounts Receivable are set forth in a written notice delivered to ATS by Meridian on or prior to the Closing Date. As to all Retained Accounts Receivable, Meridian shall retain the sole and exclusive right to collect same as Meridian in its sole discretion may determinecollection.

Accounts Receivable. At the closingIt is specifically understood and agreed that Purchaser is not purchasing any accounts, Meridian shall appoint ATS its ------------------- agent for the purpose notes, and other receivables of collecting all Accounts Receivable relating to the Meridian BusinessSeller. Meridian shall deliver to ATS on However, at or as soon as practicable after the Closing, Seller will provide Buyer with a statement of Accounts Receivable related to the Business outstanding as of the Closing Date a complete and detailed statement showing (the name, amount and age of each Accounts Receivable of the Meridian Business"Closing Receivables"). Subject to and limited by the following, revenues relating to the Accounts Receivable relating to the Meridian Business will be for the account of Meridian. ATS shall use its reasonable business efforts to collect the Accounts Receivable with respect to the Meridian Business Purchaser agrees that for a period of ninety (90) days after the Closing Date (the "Collection Period"). Any payment received by ATS during , it will use its good faith, best efforts, consistent with Seller's past practices, to collect the Collection Period from Closing Receivables, provided that Purchaser shall not be obligated to bring any customer with an account which is an Accounts Receivable with respect legal action to collect the Meridian Business shall first be applied in reduction of the Accounts Receivable, unless the customer contests in writing the validity of such applicationClosing Receivables. During the Collection Period, ATS Seller shall furnish Meridian with refrain from any efforts to collect such Closing Receivables, unless Purchaser does not make a list ofgood faith effort to attempt such collections. All payments received from customers having a Closing Receivable shall be applied to such customer's oldest Closing Receivable unless otherwise designated in writing by such customer, and pay over to Meridianor, if not so designated or the account is in dispute, the amounts collected with respect amount received from a customer shall be applied pursuant to written instructions obtained by Purchaser from the Accounts Receivable with respect to customer. Purchaser will on a daily basis deposit the Meridian Business collections received by each Acquired Facility into Seller's bank account for such Acquired Facility as designated on SCHEDULE 3.5. On a bi-weekly monthly basis Purchaser shall provide Seller with a Schedule indicating the aggregate collections of Closing Receivables by each Acquired Facility, the amount collected on each Closing Receivable at each Acquired Facility, the invoice to which each collection relates and forward to Meridian, promptly upon receipt or delivery, the outstanding amount of each Closing Receivable as of the case may be, copies date of the Schedule after application of all correspondence relating to Accounts Receivablecollections. ATS shall provide Meridian with a final accounting on or before the fifteenth (15th) day following Purchaser shall, at the end of the Collection Period. Upon the request , transfer to Seller all records of either party at and after such time, the parties shall meet to mutually and in good faith analyze any uncollected Accounts Receivable to determine if the same, in their reasonable business judgment, are deemed to be collectable and if ATS desires to retain such Accounts Receivable. As to each such Accounts Receivable, the parties shall negotiate a good faith value of such Accounts Receivable, which ATS shall pay to Meridian if ATS, in Closing Receivables; provided that Purchaser may at its sole discretion, chooses to retain such Accounts Receivable. Meridian shall retain the right to collect option purchase any of its Accounts Receivable as to which the parties are unable to reach agreement as to a good faith value, and ATS agrees to turn over to Meridian any payments received against any such Accounts Receivable. ATS shall Closing Receivables not be obligated to use any extraordinary efforts to collect any of the Accounts Receivable assigned to it for collection hereunder or to refer any of such Accounts Receivable to a collection agency or to any attorney for collection, and ATS shall not make any such referral or compromise, nor settle or adjust the amount of any such Accounts Receivable, except with the approval of Meridian. ATS shall not incur any liability to Meridian for any uncollected account unless ATS shall have engaged in willful misconduct or gross negligence in the performance of its obligations set forth in this Section. During and after collected during the Collection Period, without specific agreement with ATS Period for an amount equal to the contrary, neither Meridian nor its agents shall make any direct solicitation of the Accounts Receivable for collection purposes, except for Accounts Receivable retained by Meridian after the Collection Period. The provisions of this Section shall not apply to those certain Accounts Receivable set forth in Section 2.4 of the Meridian Disclosure Schedule or to any other Accounts Receivable which Meridian, in its sole business judgment, determines will require extraordinary collection efforts or referrals to a collection agency or attorney for collection unpaid balance thereof (collectively, the "Retained Accounts ReceivableReceivables"). Thereafter, provided the any collections received by Purchaser with respect to Closing Receivables other than Retained Accounts Receivable are set forth in Receivables shall be remitted to Seller on a written notice delivered to ATS by Meridian on or prior to the Closing Date. As to all Retained Accounts Receivable, Meridian shall retain the sole and exclusive right to collect same as Meridian in its sole discretion may determinebi-weekly basis.

Accounts Receivable. At The accounts receivable as reflected on the closing, Meridian shall appoint ATS its ------------------- agent for the purpose of collecting all Accounts Receivable relating to the Meridian Business. Meridian shall deliver to ATS Company Balance Sheet and as will be reflected on or as soon as practicable after the Closing Date a complete Balance Sheet arose in the ordinary course of business, consistent with past practices, represented bona fide claims against debtors for sales and detailed statement showing other charges, and have been collected or are collectible in the namebook amounts thereof, less an amount and age of each Accounts Receivable not in excess of the Meridian Business. Subject to and limited by allowance for doubtful accounts provided for in the followingCompany Balance Sheet, revenues relating to the Accounts Receivable relating to the Meridian Business will be for the account of Meridian. ATS shall use its reasonable business efforts to collect the Accounts Receivable with respect to the Meridian Business for a period of ninety (90) days after or in the Closing Date (the "Collection Period"). Any payment received by ATS during the Collection Period from any customer with an account which is an Accounts Receivable with respect to the Meridian Business shall first be applied in reduction of the Accounts Receivable, unless the customer contests in writing the validity of such application. During the Collection Period, ATS shall furnish Meridian with a list of, and pay over to Meridian, the amounts collected with respect to the Accounts Receivable with respect to the Meridian Business on a bi-weekly basis and forward to Meridian, promptly upon receipt or deliveryBalance Sheet, as the case may be, copies . Allowances for doubtful accounts and warranty returns have been prepared in accordance with GAAP consistently applied and in accordance with the Company’s past practices and are sufficient to provide for any losses which may be sustained on realization of all correspondence relating to Accounts Receivablethe receivables. ATS shall provide Meridian with a final accounting on or The accounts receivable of the Company arising after the Balance Sheet Date and before the fifteenth (15th) day following Closing Date arose or shall arise in the end ordinary course of business, consistent with past practices, represented or shall represent bona fide claims against debtors for sales and other charges, and have been collected or are collectible in the book amounts thereof, less allowances for doubtful accounts and warranty returns determined in accordance with GAAP consistently applied and the Company’s past practices which are or shall be sufficient to provide for any losses which may be sustained on realization of the Collection Periodreceivables. Upon None of the request accounts receivable of either party at and after such timethe Company is subject to any claim of offset, the parties shall meet to mutually and in good faith analyze any uncollected Accounts Receivable to determine if the samerecoupment, in their reasonable business judgment, are deemed to be collectable and if ATS desires to retain such Accounts Receivable. As to each such Accounts Receivable, the parties shall negotiate a good faith value of such Accounts Receivable, which ATS shall pay to Meridian if ATS, in its sole discretion, chooses to retain such Accounts Receivable. Meridian shall retain the right to collect any of its Accounts Receivable as to which the parties are unable to reach agreement as to a good faith valuesetoff or counter-claim, and ATS agrees the Company has no knowledge of any specific facts or circumstances (whether asserted or unasserted) that could give rise to turn over to Meridian any payments received against any such Accounts Receivableclaim. ATS shall not be obligated to use No material amount of accounts receivable is contingent upon the performance by the Company of any extraordinary efforts to collect obligation or Contract other than normal warranty repair and replacement. No Person has any of the Accounts Receivable assigned to it for collection hereunder or to refer lien on any of such Accounts Receivable to a collection agency accounts receivable, and no agreement for deduction or discount has been made with respect to any attorney for collectionof such accounts receivable. Schedule 2.21 of the Company Disclosure Letter sets forth an aging of the Company’s accounts receivable in the aggregate and by customer, and ATS shall not make any such referral or compromise, nor settle or adjust indicates the amount amounts of any such Accounts Receivable, except with the approval of Meridianallowances for doubtful accounts and warranty returns. ATS shall not incur any liability to Meridian for any uncollected account unless ATS shall have engaged in willful misconduct or gross negligence in the performance of its obligations set forth in this Section. During and after the Collection Period, without specific agreement with ATS to the contrary, neither Meridian nor its agents shall make any direct solicitation Schedule 2.21 of the Accounts Receivable for collection purposes, except for Accounts Receivable retained by Meridian after the Collection Period. The provisions Company Disclosure Letter sets forth such amounts of this Section shall not apply to those certain Accounts Receivable set forth in Section 2.4 accounts receivable of the Meridian Disclosure Schedule or Company which are subject to any other Accounts Receivable which Meridianasserted warranty claims by customers and reasonably detailed information regarding asserted warranty claims made within the last year, in its sole business judgment, determines will require extraordinary collection efforts or referrals to a collection agency or attorney for collection (collectively, including the "Retained Accounts Receivable"), provided the Retained Accounts Receivable are set forth in a written notice delivered to ATS by Meridian on or prior to the Closing Date. As to all Retained Accounts Receivable, Meridian shall retain the sole type and exclusive right to collect same as Meridian in its sole discretion may determineamounts of such claims.

Accounts Receivable. At Subject to Citadel's receipt from Seller at the closing, Meridian shall appoint ATS its ------------------- agent for Closing of a list (the purpose of collecting all "Accounts Receivable relating to the Meridian Business. Meridian shall deliver to ATS on or as soon as practicable after the Closing Date a complete and detailed statement showing the name, amount and age List") of each Accounts Receivable accounts receivable of the Meridian Business. Subject to and limited by Stations existing as of the followingClosing, revenues relating to exclusive of Trade Receivables, if any (the "Accounts Receivable relating to the Meridian Business will be for the account of Meridian. ATS shall use its reasonable business efforts to collect the Accounts Receivable with respect to the Meridian Business Receivable"), for a period of ninety (90) 120 days after commencing with the Closing Date (the "Citadel Collection Period"). Any payment received by ATS during , Citadel, as agent for Seller, shall collect the Collection Period from any customer with an account which is an Accounts Receivable in accordance with Citadel's normal collection processes and procedures. In no event shall Citadel be required to institute litigation or to retain third parties to institute collection procedures with respect to the Meridian Business shall first Accounts Receivable. All remittances will be applied in reduction of first to the oldest Accounts Receivable, unless the customer contests client asserts that a dispute exists with respect to a particular account or the client specifies the particular invoice to which the payment is to be applied, in writing which case the validity remittances shall be applied to the specific account and Citadel shall promptly notify Seller of such applicationany dispute. Remittances collected by Citadel on behalf of Seller shall be remitted to Seller without offset of any kind within 10 days after the end of each calendar month during the Citadel Collection Period, and within five days after termination of the Citadel Collection Period. During the Citadel Collection Period, ATS at Seller's option, Seller shall furnish Meridian with a list of, and pay over be permitted to Meridian, the amounts collected with respect to collect the Accounts Receivable with respect that remain outstanding after 60 days, or are disputed in writing by the relevant account debtor. Each remittance by Citadel to Seller shall be accompanied by a written report from Citadel setting forth the Meridian Business on a bi-weekly basis aggregate amount of the Accounts Receivable and forward to Meridianthe aggregate amount of cash collections of such Accounts Receivable during the period for which payment is made, promptly upon receipt or delivery, as the case may be, copies of all correspondence relating to Accounts Receivable. ATS shall provide Meridian along with a final accounting on or before the fifteenth (15th) day following breakdown by account debtor. At the end of the Citadel Collection Period. Upon the request of either party at , Citadel shall account for all collected Accounts Receivable and after such timeprovide Seller with all documentation related to uncollected Accounts Receivable, the parties and Citadel shall meet have no further responsibilities with respect to mutually and in good faith analyze any uncollected Accounts Receivables except to remit promptly to Seller any amounts subsequently received by Citadel. Citadel shall have no obligation with respect to any Accounts Receivable it is unable to determine if collect. After the sameend of the Citadel Collection Period, in their reasonable business judgment, are deemed to Seller shall be collectable and if ATS desires to retain such Accounts Receivable. As to each such Accounts Receivable, the parties shall negotiate a good faith value of such Accounts Receivable, which ATS shall pay to Meridian if ATS, in its sole discretion, chooses to retain such Accounts Receivable. Meridian shall retain the right entitled to collect any of its Accounts Receivable as to which the parties are unable to reach agreement as to a good faith value, and ATS agrees to turn over to Meridian any payments received against any such Accounts Receivable. ATS shall not be obligated to use any extraordinary efforts to collect any of the Accounts Receivable assigned to it for collection hereunder or to refer any of such Accounts Receivable to a collection agency or to any attorney for collection, and ATS shall not make any such referral or compromise, nor settle or adjust the amount of any such Accounts Receivable, except with the approval of Meridian. ATS shall not incur any liability to Meridian for any uncollected account unless ATS shall have engaged in willful misconduct or gross negligence in the performance of its obligations set forth in this Section. During and after the Collection Period, without specific agreement with ATS to the contrary, neither Meridian nor its agents shall make any direct solicitation of the Accounts Receivable for collection purposes, except for Accounts Receivable retained by Meridian after the Collection Period. The provisions of this Section shall not apply to those certain Accounts Receivable set forth in Section 2.4 of the Meridian Disclosure Schedule or to any other Accounts Receivable which Meridian, in its sole business judgment, determines will require extraordinary collection efforts or referrals to a collection agency or attorney for collection (collectively, the "Retained Accounts Receivable"), provided the Retained Accounts Receivable are set forth in a written notice delivered to ATS by Meridian on or prior to the Closing Date. As to all Retained Accounts Receivable, Meridian shall retain the sole and exclusive right to collect same as Meridian in its sole discretion may determinethat remain uncollected.

Accounts Receivable. At Unless otherwise prohibited by law, to assure that Practice receives the closing, Meridian shall appoint ATS entire amount of professional fees for its ------------------- agent services and to assist Practice in maintaining reasonable cash flow for the purpose payment of collecting all Accounts Receivable relating Office Expense, Practice hereby agrees to sell, and Business Manager hereby agrees to purchase, with respect to any month during the Term and with recourse to Practice for the amount of the purchase, accounts receivable of Practice (the "Purchased Receivables") (i) in an amount equal to the Meridian Business. Meridian shall deliver to ATS on or as soon as practicable after difference, if any, between (A) the Closing Date a complete and detailed statement showing the name, amount and age of each Accounts Receivable sum of the Meridian Business. Subject Monthly Office Expense and the Monthly Practice Expense paid or accrued by Business Manager for such month and (B) the amount of cash collections deposited into the Depository Account during such month and used to pay all or any portion of the Office Expenses and limited the Monthly Practice Expense, by transferring such amount into the followingDepository Account, revenues relating and (ii) in an amount equal to the Accounts Receivable relating difference, if any, between the Management Fee and the amount of cash collections deposited into the Depository Account during such month and used to pay all or any portion of the Management Fee, in satisfaction of Practice's obligation to pay Business Manager the Management Fee. The consideration paid to Business Manager for the purchase shall be an amount equal to the Meridian Principal Services Revenue and Dispensary Business will be for the account of Meridian. ATS shall use its reasonable business efforts to collect the Accounts Receivable Revenue with respect to the Meridian Purchased Receivables, computed in accordance with GAAP on an accrual basis net of Adjustments. Although it is the intention of the parties that Business Manager purchase and thereby become the owner of the Purchased Receivables of Practice, in the event such purchase shall be ineffective for any reason, to secure the payment and performance of Practice's obligations hereunder, Practice is hereby concurrently and irrevocably granting, giving, assigning and pledging to Business Manager all of Practice's assets and accounts receivable. This Management Services Agreement shall constitute a period security agreement with respect to Practice's assets and accounts receivable and may be filed under the Uniform Commercial Code in each state in which Practice does business. Practice shall cooperate with Business Manager and execute all agreements or documents, including any security agreements and financing statements, in connection with the granting of ninety (90) days after the Closing Date (the "Collection Period")such security interest to Business Manager or at Business Manager's option, its lenders, that such persons deem necessary or appropriate. Any payment received by ATS during the Collection Period from any customer with an account which is an Accounts Receivable All collections with respect to the Meridian Purchased Receivables by Business Manager shall first be applied received by Business Manager as the agent of Practice and shall be endorsed to Business Manager and deposited in reduction a bank account at a bank designated by Business Manager. To the extent Practice comes into possession of any payments in respect of the Accounts ReceivablePurchased Receivables, unless Practice shall direct such payments to Business Manager for deposit in bank accounts designated by Business Manager. Without limiting the customer contests foregoing, to ensure that a reasonable cash flow is maintained for the payment of Office Expenses hereunder, Practice shall not, except as expressly contemplated herein, sell, assign, transfer, pledge, mortgage or in writing the validity of such application. During the Collection Period, ATS shall furnish Meridian with a list of, and pay over to Meridianany way encumber, the amounts collected with respect to accounts receivable of Practice without the Accounts Receivable with respect to the Meridian express written consent of Business on a bi-weekly basis and forward to Meridian, promptly upon receipt or delivery, as the case may be, copies of all correspondence relating to Accounts Receivable. ATS shall provide Meridian with a final accounting on or before the fifteenth (15th) day following the end of the Collection Period. Upon the request of either party at and after such time, the parties shall meet to mutually and in good faith analyze any uncollected Accounts Receivable to determine if the same, in their reasonable business judgment, are deemed to be collectable and if ATS desires to retain such Accounts Receivable. As to each such Accounts Receivable, the parties shall negotiate a good faith value of such Accounts Receivable, which ATS shall pay to Meridian if ATS, in its sole discretion, chooses to retain such Accounts Receivable. Meridian shall retain the right to collect any of its Accounts Receivable as to which the parties are unable to reach agreement as to a good faith value, and ATS agrees to turn over to Meridian any payments received against any such Accounts Receivable. ATS shall not be obligated to use any extraordinary efforts to collect any of the Accounts Receivable assigned to it for collection hereunder or to refer any of such Accounts Receivable to a collection agency or to any attorney for collection, and ATS shall not make any such referral or compromise, nor settle or adjust the amount of any such Accounts Receivable, except with the approval of Meridian. ATS shall not incur any liability to Meridian for any uncollected account unless ATS shall have engaged in willful misconduct or gross negligence in the performance of its obligations set forth in this Section. During and after the Collection Period, without specific agreement with ATS to the contrary, neither Meridian nor its agents shall make any direct solicitation of the Accounts Receivable for collection purposes, except for Accounts Receivable retained by Meridian after the Collection Period. The provisions of this Section shall not apply to those certain Accounts Receivable set forth in Section 2.4 of the Meridian Disclosure Schedule or to any other Accounts Receivable which Meridian, in its sole business judgment, determines will require extraordinary collection efforts or referrals to a collection agency or attorney for collection (collectively, the "Retained Accounts Receivable"), provided the Retained Accounts Receivable are set forth in a written notice delivered to ATS by Meridian on or prior to the Closing Date. As to all Retained Accounts Receivable, Meridian shall retain the sole and exclusive right to collect same as Meridian in its sole discretion may determineManager.

Accounts Receivable. At All cash accounts receivable for broadcasts on the closing, Meridian shall appoint ATS its ------------------- agent for the purpose of collecting all Accounts Receivable relating Stations which occur prior to the Meridian BusinessCommencement Date (the "Accounts Receivable") shall belong to Licensee and for broadcasts which occur thereafter shall belong to Time Broker. Meridian Within ten (10) days following the Commencement Date, Licensee shall deliver to ATS on or as soon as practicable after the Closing Date Time Broker a complete and detailed statement showing the name, amount and age schedule of each Cash Accounts Receivable for the Stations as of the Meridian BusinessCommencement Date (the "Schedule of Accounts Receivable"). Subject Time Broker agrees to and limited by the following, revenues relating to the collect for Licensee its Accounts Receivable relating to as shown on the Meridian Business will be for the account Schedule of Meridian. ATS shall use its reasonable business efforts to collect the Accounts Receivable with respect to the Meridian Business delivered by Licensee for a period of ninety one hundred fifty (90150) days after following the Closing Date (Commencement Date. Licensee will provide Time Broker a power of attorney or other required authorization for the "Collection Period")limited purpose of allowing Time Broker to endorse and deposit checks and other instruments received in payment of such Accounts Receivable. Any All payments received by Time Broker from any customer whose name appears in the Schedule of Accounts Receivable and who is also a customer of Time Broker shall be credited as payment of the account or invoice designated by such customer. In the absence of any such designation by the customer, payments shall be first credited to the oldest invoice which is not disputed by said customer. Time Broker shall keep accurate records of the payment received by ATS during the Collection Period from any customer with an account which is an it on such Accounts Receivable with respect and Licensee shall have access at reasonable times to the Meridian Business shall first be applied in reduction Time Broker's records to verify such status of the Accounts Receivable, unless the customer contests in writing the validity of such application. During the Collection Period, ATS Time Broker shall furnish Meridian with a list of, and pay over remit to Meridian, the amounts collected with respect to the Accounts Receivable with respect to the Meridian Business Licensee on a bi-weekly basis and forward to Meridianbasis, promptly upon receipt or deliveryone week in arrears, as the case may be, copies of all correspondence relating to Accounts Receivable. ATS shall provide Meridian with a final accounting amounts previously collected by Time Broker on or before the fifteenth (15th) day following the end of the Collection Period. Upon the request of either party at and after such time, the parties shall meet to mutually and in good faith analyze any uncollected Accounts Receivable to determine if the same, in their reasonable business judgment, are deemed to be collectable and if ATS desires to retain such Accounts Receivable. As to each such Accounts Receivable, along with a written accounting of same, including without limitation, to the parties extent Licensee's traffic and billing system can produce same, a detailed open Accounts Receivable report reflecting payments remitted therewith. Any Accounts Receivable that have not been collected within such one hundred fifty (150) day period shall negotiate be returned to Licensee, together with all records in connection therewith, including without limitation, to the extent Licensee's traffic and billing system can produce same, a good faith value of detailed open Accounts Receivable report reflecting payments remitted therewith, whereupon Licensee may pursue collection thereof in such Accounts Receivable, which ATS shall pay to Meridian if ATSmanner as it, in its sole discretion, chooses to retain such Accounts Receivablemay determine. Meridian Time Broker shall retain 8 14 not have the right to collect any compromise, settle or adjust the amounts of its Accounts Receivable as to which the parties are unable to reach agreement as to a good faith value, and ATS agrees to turn over to Meridian any payments received against any such Accounts ReceivableReceivable without Licensee's prior written consent. ATS Except to remit collected Accounts Receivable in accordance herewith, Time Broker shall have no liability or obligation to Licensee with respect to the collection of its accounts and shall not be obligated to use take any extraordinary efforts action to collect any of the Accounts Receivable assigned to it for collection hereunder or to refer any of such Accounts Receivable to a collection agency or to any attorney for collection, and ATS shall not make any such referral or compromise, nor settle or adjust the amount of any such Accounts Receivable, except with the approval of Meridian. ATS shall not incur any liability to Meridian for any uncollected account unless ATS shall have engaged in willful misconduct or gross negligence in the performance of its obligations set forth in this Section. During and after the Collection Period, without specific agreement with ATS to the contrary, neither Meridian nor its agents shall make any direct solicitation of the Accounts Receivable for collection purposes, except for Accounts Receivable retained by Meridian after the Collection Period. The provisions of this Section shall not apply to those certain Accounts Receivable set forth in Section 2.4 of the Meridian Disclosure Schedule or to any other Accounts Receivable which Meridian, in its sole business judgment, determines will require extraordinary collection efforts or referrals to a collection agency or attorney for collection (collectively, the "Retained Accounts Receivable"), provided the Retained Accounts Receivable are set forth in a written notice delivered to ATS by Meridian on or prior to the Closing Date. As to all Retained Accounts Receivable, Meridian shall retain the sole and exclusive right to collect same as Meridian in its sole discretion may determineaccounts.

Accounts Receivable. At the closing, Meridian shall appoint ATS its ------------------- agent for the purpose of collecting all Accounts Receivable relating to the Meridian Business. Meridian shall deliver to ATS on or as soon as practicable On and after the Residence Closing Date a complete and detailed statement showing the name, amount and age of each Accounts Receivable of the Meridian Business. Subject to and limited by the following, revenues relating to the Accounts Receivable relating to the Meridian Business will be for the account of Meridian. ATS shall use its reasonable business efforts to collect the Accounts Receivable with respect to each Construction Residence, Purchaser shall assume responsibility for billing and collection of all payments on account of services rendered at such Construction Residence including, without limitation, any payments or reimbursements made or to be made by any federal, state or local governmental agency or organization for medical or therapeutical care or other goods or services rendered or supplied to any Resident, including, without limitation, payments or reimbursements resulting from third-party payor agreements such as Medicaid, Medicare, private pay insurance companies or other similar programs (herein collectively referred to as "Receivables"). In order to facilitate Purchaser's collection efforts with respect to Receivables accruing prior to the Meridian Business Closing, Seller agrees to deliver to Purchaser, within a reasonable time after each Residence Closing, a schedule identifying all of those Receivables with balances owing for a the period of prior to such Residence Closing Date and Purchaser agrees to forward to Seller any payments received which are specifically designated as being applicable to services rendered prior to such Residence Closing to Seller. In the event such payments specifically indicate that they relate to services rendered on or after such Residence Closing Date, such payments shall be retained by Purchaser. With respect to any payments received by Purchaser during the first ninety (90) days after the applicable Residence Closing Date (the "Collection Period"). Any payment received by ATS during the Collection Period from any customer with an account which is an Accounts Receivable with respect that do not specify whether such payments relate to the Meridian Business services rendered prior or subsequent to such Residence Closing Date, such payments shall first be applied in reduction of first to any amounts due and owing to Seller and the Accounts Receivableremaining portion shall be applied to amounts due to Purchaser; thereafter, unless the customer contests in writing the validity of such applicationamounts may be applied first to amounts owing to Purchaser. During the Collection Period, ATS shall furnish Meridian with a list of, and pay over to Meridian, the amounts collected with respect to the Accounts Receivable with respect to the Meridian Business on a bi-weekly basis and forward to Meridian, promptly upon receipt or delivery, as the case may be, copies of all correspondence relating to Accounts Receivable. ATS shall provide Meridian with a final accounting on or before the fifteenth such ninety (15th90) day following period, Purchaser shall use its reasonable efforts in the end ordinary course of the Collection Period. Upon the request of either party at and after such time, the parties shall meet to mutually and in good faith analyze any uncollected Accounts Receivable to determine if the same, in their reasonable business judgment, are deemed to be collectable and if ATS desires to retain such Accounts Receivable. As to each such Accounts Receivable, the parties shall negotiate a good faith value of such Accounts Receivable, which ATS shall pay to Meridian if ATS, in its sole discretion, chooses to retain such Accounts Receivable. Meridian shall retain the right to collect any of its Accounts Receivable as to which the parties are unable to reach agreement as to a good faith valuepre-closing Receivables, and ATS agrees to turn over to Meridian any payments received against any such Accounts Receivable. ATS but shall not be obligated to use employ counsel or any extraordinary efforts to collect any of the Accounts Receivable assigned to it for collection hereunder or to refer any of such Accounts Receivable to a collection agency or to initiate any attorney for litigation, ejectment proceedings or use any extraordinary means of collection, and ATS shall not make any such referral or compromiseand, nor settle or adjust subject to the amount of any such Accounts Receivableforegoing, except with the approval of Meridian. ATS shall not incur any liability to Meridian for any uncollected account unless ATS shall have engaged no liability for uncollectible pre-closing Receivables. In the event that either party shall receive any check for Receivables belonging in willful misconduct or gross negligence part to such party and in the performance of its obligations set forth in this Section. During and after the Collection Period, without specific agreement with ATS part to the contraryother, neither Meridian nor its agents such party shall make any direct solicitation of promptly deposit such check and the Accounts Receivable for collection purposes, except for Accounts Receivable retained by Meridian after the Collection Period. The provisions of this Section shall not apply to those certain Accounts Receivable set forth in Section 2.4 of the Meridian Disclosure Schedule or to any other Accounts Receivable which Meridian, in its sole business judgment, determines will require extraordinary collection efforts or referrals to a collection agency or attorney for collection (collectively, the "Retained Accounts Receivable"), provided the Retained Accounts Receivable are set forth in a written notice delivered to ATS by Meridian on or prior part thereof belonging to the Closing Date. As to all Retained Accounts Receivable, Meridian other party shall retain the sole and exclusive right to collect same as Meridian in its sole discretion may determine.be promptly paid to

Accounts Receivable. At the closing, Meridian shall appoint ATS its ------------------- agent for the purpose of collecting all Accounts Receivable relating to the Meridian Business. Meridian shall deliver to ATS on or as soon as practicable after the Closing Date a complete and detailed statement showing the name, amount and age of each Accounts Receivable of the Meridian Business. Subject to and limited by the following, revenues relating to the Accounts Receivable relating to the Meridian Business will be for the account of Meridian. ATS shall use its reasonable business efforts to collect the Accounts Receivable with respect to the Meridian Business for a period of ninety (90) days after the Closing Date (the "Collection Period"). Any payment received by ATS during the Collection Period from any customer with an account which is an Accounts Receivable with respect to the Meridian Business shall first be applied in reduction of the Accounts Receivable, unless the customer contests in writing the validity of such application. During the Collection Period, ATS shall furnish Meridian with a list of, and pay over to Meridian, the amounts collected with respect to the Accounts Receivable with respect to the Meridian Business on a bi-weekly basis and forward to Meridian, promptly upon receipt or delivery, as the case may be, copies of all correspondence relating to Accounts Receivable. ATS shall provide Meridian with a final accounting on or before the fifteenth (15th) day following the end of the Collection Period. Upon the request of either party at and after such time, the parties shall meet to mutually and in good faith analyze any uncollected Accounts Receivable to determine if the same, in their reasonable business judgment, are deemed to be collectable and if ATS desires to retain such Accounts Receivable. As to each such Accounts Receivable, the parties shall negotiate a good faith value of such Accounts Receivable, which ATS shall pay to Meridian if ATS, in its sole discretion, chooses to retain such Accounts Receivable. Meridian shall retain the right to collect any of its Accounts Receivable as to which the parties are unable to reach agreement as to a good faith value, and ATS agrees to turn over to Meridian any payments received against any such Accounts Receivable. ATS shall not be obligated to use any extraordinary efforts to collect any of the Accounts Receivable assigned to it for collection hereunder or to refer any of such Accounts Receivable to a collection agency or to any attorney for collection, and ATS shall not make any such referral or compromise, nor settle or adjust the amount of any such Accounts Receivable, except with the approval of Meridian. ATS shall not incur any liability to Meridian for any uncollected account unless ATS shall have engaged in willful misconduct or gross negligence in the performance of its obligations set forth in this Section. During and after the Collection Period, without specific agreement with ATS to the contrary, neither Meridian nor its agents shall make any direct solicitation of the Accounts Receivable for collection purposes, except for Accounts Receivable retained by Meridian after the Collection Period. The provisions of this Section shall not apply to those certain Accounts Receivable set forth in Section 2.4 of the Meridian Disclosure Schedule or to any other Accounts Receivable which Meridian, in its sole business judgment, determines will require extraordinary collection efforts or referrals to a collection agency or attorney for collection (collectively, the "Retained Accounts Receivable"), provided the Retained Accounts Receivable are set forth in a written notice delivered to ATS by Meridian on or prior to the Closing Date. As to all Retained Accounts Receivable, Meridian shall retain the sole and exclusive right to collect same as Meridian in its sole discretion may determine.

Accounts Receivable. At Seller shall use commercially reasonable efforts in helping Buyer to collect the closingWholesale Accounts Receivable in accordance with their terms at their recorded amounts and shall promptly (and no less frequently than weekly) remit to Buyer any and all amounts received in payment of any Wholesale Accounts Receivable; provided, Meridian however, that Seller shall appoint ATS have the right to retain any and all amounts paid by any Person for whom any Retail Propane Accounts Receivable are outstanding as of the Closing Date until such time as all such pre-Closing Retail Propane Accounts Receivable owing by such Person are paid in full. Buyer shall use commercially reasonable efforts in helping Seller to collect the Retail Propane Accounts Receivable and shall promptly (and no less frequently than weekly) remit to Seller any and all amounts received from any Person for whom any Retail Propane Accounts Receivable are outstanding as of the Closing Date until such time as all such pre-Closing Retail Propane Accounts Receivable owing by such Person are paid in full. Buyer shall not collect or retain for its ------------------- agent own account any amounts from any Person for whom any Retail Propane Accounts Receivable are outstanding as of the Closing Date until such time as all such pre-Closing Retail Propane Accounts Receivable owing by such Person are paid in full. Notwithstanding the foregoing, Buyer shall be permitted to purchase any of the Retail Propane Accounts Receivable from Seller at or following the Closing for an amount in cash equal to one hundred percent (100%) of the book value of such Retail Propane Accounts Receivable, and the restrictions set forth in this Section 5.7 shall not apply to any Retail Propane Accounts Receivable so purchased. Each of Buyer and Seller shall provide the other party and its representatives reasonable access, upon prior written notice and during normal business hours, to its books and records relating to the Wholesale Accounts Receivable and the Retail Propane Accounts Receivable for the purpose of collecting all Accounts Receivable relating examining such books and records in order to verify the Meridian Business. Meridian shall deliver to ATS on compliance of Buyer or as soon as practicable after the Closing Date a complete and detailed statement showing the name, amount and age of each Accounts Receivable of the Meridian Business. Subject to and limited by the following, revenues relating to the Accounts Receivable relating to the Meridian Business will be for the account of Meridian. ATS shall use its reasonable business efforts to collect the Accounts Receivable with respect to the Meridian Business for a period of ninety (90) days after the Closing Date (the "Collection Period"). Any payment received by ATS during the Collection Period from any customer with an account which is an Accounts Receivable with respect to the Meridian Business shall first be applied in reduction of the Accounts Receivable, unless the customer contests in writing the validity of such application. During the Collection Period, ATS shall furnish Meridian with a list of, and pay over to Meridian, the amounts collected with respect to the Accounts Receivable with respect to the Meridian Business on a bi-weekly basis and forward to Meridian, promptly upon receipt or deliverySeller, as applicable, with its obligations under this Section 5.7. In the case may beevent that Seller reasonably determines that Buyer has materially breached its obligations to remit to Seller any and all amounts owed to Seller under this Section 5.7, copies of all correspondence relating to Accounts Receivable. ATS Buyer shall provide Meridian with a final accounting on or before the fifteenth (15th) day following the end of the Collection Period. Upon the request of either party at and after such time, the parties shall meet to mutually and in good faith analyze any uncollected Accounts Receivable to determine if the same, in their reasonable business judgment, are deemed to be collectable and if ATS desires to retain such Accounts Receivable. As to each such Accounts Receivable, the parties shall negotiate a good faith value of such Accounts Receivable, which ATS shall pay to Meridian if ATS, in its sole discretion, chooses to retain such Accounts Receivable. Meridian shall retain the right to collect any of its Accounts Receivable as to which the parties are unable to reach agreement as to a good faith value, and ATS agrees to turn over to Meridian any payments received against any such Accounts Receivable. ATS shall not be obligated to use promptly reimburse Seller upon Seller’s request for any extraordinary efforts and all reasonable expenses incurred by Seller in conducting any examination or investigation under this Section 5.7. In the event that Buyer reasonably determines that Seller has materially breached its obligations to collect remit to Buyer any and all amounts owed to Buyer under this Section 5.7, Seller shall be obligated to promptly reimburse Buyer upon Buyer’s request for any and all reasonable expenses incurred by Buyer in conducting any examination or investigation under this Section 5.7. Buyer hereby acknowledges that, as of December 10, 2008, an aggregate of $2,382,123.96 of the Wholesale Accounts Receivable assigned to it for collection hereunder or to refer any of such and the Retail Propane Accounts Receivable to a collection agency or to any attorney for collectionwere delinquent, as reflected on Schedules 5.7(a) and ATS shall not make any such referral or compromise, nor settle or adjust the amount of any such Accounts Receivable, except with the approval of Meridian. ATS shall not incur any liability to Meridian for any uncollected account unless ATS shall have engaged in willful misconduct or gross negligence in the performance of its obligations set forth in this Section. During and after the Collection Period, without specific agreement with ATS to the contrary, neither Meridian nor its agents shall make any direct solicitation of the Accounts Receivable for collection purposes, except for Accounts Receivable retained by Meridian after the Collection Period5.7(b) attached hereto. The provisions parties acknowledges that Schedules 5.7(a) and 5.7(b) are attached hereto solely for illustrative purposes and that the outstanding amounts and aging for the accounts receivable reflected therein are subject to change over time and do not reflect the outstanding amounts or aging as of this Section shall not apply to those certain Accounts Receivable set forth in Section 2.4 of the Meridian Disclosure Schedule or to any other Accounts Receivable which Meridian, in its sole business judgment, determines will require extraordinary collection efforts or referrals to a collection agency or attorney for collection (collectively, the "Retained Accounts Receivable"), provided the Retained Accounts Receivable are set forth in a written notice delivered to ATS by Meridian on or prior to the Closing Date. As to all Retained Accounts Receivable, Meridian shall retain the sole and exclusive right to collect same as Meridian in its sole discretion may determine.

Accounts Receivable. At Effective as of the closingClosing, Meridian shall appoint ATS except as otherwise required by the Subcontract Agreement, Premier hereby irrevocably constitutes and appoints Acquisition Sub its ------------------- agent for true and lawful attorney-in-fact, with full power of substitution, in its name, place and stead to endorse the purpose name of collecting Premier on any checks and other remittances received on account of the Premier Receivables and the Premier Work-In-Process and to perform all Accounts Receivable relating other acts necessary or desirable to collect the Premier Receivables and amounts received with respect to the Meridian Business. Meridian shall deliver to ATS on or as soon as practicable after the Closing Date a complete and detailed statement showing the name, amount and age of each Accounts Receivable of the Meridian Business. Subject to and limited by the following, revenues relating to the Accounts Receivable relating to the Meridian Business will be Premier Work-In-Process for the account of MeridianAcquisition Sub. ATS In accordance with the Transition Services Agreement attached hereto as Exhibit G, Premier agrees that it shall promptly after receipt after the Closing, transfer and deliver to Acquisition Sub any cash or other property that Premier may receive in respect of such Premier Receivables or on account of the Premier Work-In-Process, and any mail, checks or other documents received by Premier relating to any of the Premier Assets or Premier Obligations transferred to Acquisition Sub hereunder, such cash, property, mail, checks and documents to be delivered in the form and condition in which received, except for the opening of any envelope or package. Premier shall use its commercially reasonable business efforts to collect assist Acquisition Sub in the Accounts Receivable with respect to collection of the Meridian Business for a period Premier Receivables and all amounts receivable on account of ninety (90) days the Premier Work- In-Process after the Closing Date (the "Collection Period"). Any payment received by ATS during the Collection Period from any customer with an account which is an Accounts Receivable with respect to the Meridian Business shall first be applied in reduction extent requested by Acquisition Sub. Acquisition Sub agrees to diligently xxxx the unbilled portions of the Accounts Receivable, unless Premier Receivables and pursue the customer contests in writing the validity of such application. During the Collection Period, ATS shall furnish Meridian with a list of, and pay over to Meridian, the amounts collected with respect to the Accounts Receivable with respect to the Meridian Business on a bi-weekly basis and forward to Meridian, promptly upon receipt or delivery, as the case may be, copies of all correspondence relating to Accounts Receivable. ATS shall provide Meridian with a final accounting on or before the fifteenth (15th) day following the end collection of the Collection PeriodPremier Receivables after the Closing. Upon The parties hereto agree that none of the request of either party at and after such time, the parties Premier Receivables shall meet to mutually and in good faith analyze any uncollected Accounts Receivable to determine if the same, in their reasonable business judgment, are be deemed to be collectable uncollectible, such that Premier is deemed to have breached the representation and if ATS desires to retain such Accounts Receivable. As to each such Accounts Receivable, the parties shall negotiate a good faith value of such Accounts Receivable, which ATS shall pay to Meridian if ATS, warranty by Premier in its sole discretion, chooses to retain such Accounts Receivable. Meridian shall retain the right to collect any of its Accounts Receivable as to which the parties are unable to reach agreement as to a good faith value, and ATS agrees to turn over to Meridian any payments received against any such Accounts Receivable. ATS shall not be obligated to use any extraordinary efforts to collect any Section 3.15.2 that all of the Accounts Receivable assigned to it Premier Receivables, less any allowances for collection hereunder or to refer any of such Accounts Receivable to a collection agency or to any attorney for collection, and ATS shall not make any such referral or compromise, nor settle or adjust the amount of any such Accounts Receivable, except with the approval of Meridian. ATS shall not incur any liability to Meridian for any uncollected account unless ATS shall have engaged in willful misconduct or gross negligence doubtful accounts reflected in the performance of its obligations set forth in this Section. During and Estimated Closing Balance Sheet, are collectible, until such Premier Receivables remain uncollected twelve (12) months after the Collection Period, without specific agreement with ATS to the contrary, neither Meridian nor its agents shall make any direct solicitation of the Accounts Receivable for collection purposes, except for Accounts Receivable retained by Meridian after the Collection Period. The provisions of this Section shall not apply to those certain Accounts Receivable set forth in Section 2.4 of the Meridian Disclosure Schedule or to any other Accounts Receivable which Meridian, in its sole business judgment, determines will require extraordinary collection efforts or referrals to a collection agency or attorney for collection (collectively, the "Retained Accounts Receivable"), provided the Retained Accounts Receivable are set forth in a written notice delivered to ATS by Meridian on or prior to the Closing Date. As Upon seeking payment for an uncollectable receivable from Premier or Stockholder, Acquisition Sub shall provide to all Retained Accounts ReceivablePremier or Stockholder on a monthly basis information relating to the receivable and Acquisition Sub’s collection effort of such receivable. Stockholder may contact Xxxxxx Xxxx, Meridian CACI Director of Cash Management and Xxxxx Xxxxxxxxxx, or if such individual(s) are no longer employed by Federal or Acquisition Sub, a Federal designated successor regarding Acquisition Sub’s collection efforts of Premier accounts receivable. In the event that Acquisition Sub collects an unrecoverable receivable after recovering such unrecoverable receivable from Premier or Stockholder, Acquisition Sub shall retain the sole and exclusive right promptly remit such collection amounts to collect same as Meridian in its sole discretion may determinePremier or Stockholder.

Accounts Receivable. At the closing, Meridian shall appoint ATS its ------------------- agent for the purpose of collecting Broker acknowledges that all Accounts Receivable relating accounts receivable arising prior to the Meridian Business. Meridian shall deliver to ATS on or as soon as practicable after Commencement Date in connection with the Closing Date a complete and detailed statement showing the name, amount and age of each Accounts Receivable operation of the Meridian Business. Subject Stations, including but not limited to accounts receivable for advertising revenues for programs and limited by the following, revenues relating announcements performed prior to the Accounts Receivable relating Commencement Date and other broadcast revenues for 7 services performed prior to the Meridian Business will be for Commencement Date, shall remain the account property of Meridian. ATS shall use its reasonable business efforts to collect the Accounts Receivable with respect to the Meridian Business for a period of ninety (90) days after the Closing Date Licensee (the "Licensee Accounts Receivable") and that Broker shall not acquire any beneficial right or interest therein or responsibility therefor. During the term of this Agreement ("Collection Period"). Any payment received by ATS during , Broker agrees to use reasonable efforts to assist Licensee in collection of the Collection Period from any customer with an account which is an Licensee Accounts Receivable in the normal and ordinary course of business without remuneration and will apply all such amounts collected to the debtor's oldest account receivable first, except that any such accounts collected by Broker from persons who are also indebted to Broker may be applied to Broker's account under circumstances in which there is a bona fide dispute between Licensee and such account debtor with respect to such account provided that such disputed accounts are reassigned to Licensee. Broker's obligation and authority shall not extend to the Meridian Business shall first be applied in reduction institution of the litigation, employment of counsel or a collection agency or any other extraordinary means of collection. Broker agrees to reasonably cooperate with Licensee, at Licensee's expense, as to any litigation or other collection efforts instituted by Licensee to collect any delinquent Licensee Accounts Receivable, unless the customer contests in writing the validity of such application. During the Collection Period, ATS shall furnish Meridian with a list of, and pay over to Meridian, the amounts collected with respect to the Accounts Receivable with respect to the Meridian Business on a bi-weekly basis and forward to Meridian, promptly upon receipt or delivery, as the case may be, copies of all correspondence relating to Accounts Receivable. ATS shall provide Meridian with a final accounting on or before the fifteenth (15th) day following the end of the Collection Period. Upon the request of either party at and after such time, the parties shall meet to mutually and in good faith analyze any uncollected Accounts Receivable to determine if the same, in their reasonable business judgment, are deemed to be collectable and if ATS desires to retain such Accounts Receivable. As to each such Accounts Receivable, the parties shall negotiate a good faith value of such Accounts Receivable, which ATS shall pay to Meridian if ATS, in its sole discretion, chooses to retain such Accounts Receivable. Meridian shall retain the right to collect any of its Accounts Receivable as to which the parties are unable to reach agreement as to a good faith value, and ATS agrees to turn over to Meridian any payments received against any such Accounts Receivable. ATS shall not be obligated to use any extraordinary efforts to collect any of the Accounts Receivable assigned to it for collection hereunder or to refer any of such Accounts Receivable to a collection agency or to any attorney for collection, and ATS shall not make any such referral or compromise, nor settle or adjust the amount of any such Accounts Receivable, except with the approval of Meridian. ATS shall not incur any liability to Meridian for any uncollected account unless ATS shall have engaged in willful misconduct or gross negligence in the performance of its obligations set forth in this Section. During and after the Collection Period, without specific agreement with ATS to the contrary, neither Meridian Licensee nor its agents shall make any direct solicitation of any account debtor for collection purposes or institute litigation for the collection of amounts due except with respect to any accounts that may be reassigned to Licensee. Any amounts relating to the Licensee Accounts Receivable for collection purposesthat are paid directly to the Licensee shall be retained by the Licensee, except for but Licensee shall provide Broker with prompt notice of any such payment.. Amounts collected by Broker on account of Licensee Accounts Receivable retained shall be remitted in full to RBK on a monthly basis, by Meridian after the Collection Period. The provisions fifteenth (15th) day of this Section shall not apply to those certain the month following the month for which remittance is due, provided that Broker may deduct from such amounts and be responsible for paying commissions due on the collected Licensee Accounts Receivable set forth in Section 2.4 of the Meridian Disclosure Schedule or to any other Accounts Receivable which Meridian, in its sole business judgment, determines will require extraordinary collection efforts or referrals to a collection agency or attorney for collection (collectively, the "Retained Accounts Receivable"), provided the Retained Accounts Receivable are set forth in a written notice delivered to ATS by Meridian on or prior to the Closing Date. As to all Retained Accounts Receivable, Meridian shall retain the sole and exclusive right to collect same as Meridian in its sole discretion may determineaccordance with Attachment G hereto.